<PAGE> 1
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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 JULY 1, 2000.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 333-14569
SPALDING HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 59-2439656
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
425 MEADOW STREET, CHICOPEE, MASSACHUSETTS 01013
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(413) 536-1200.
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT
Indicate by check [X] 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.
[X] Yes [ ] No
The number of shares outstanding of the registrant's Common stock, par
value $.01 per share, at July 21, 2000, was 98,901,747 shares.
--------------------------------------------------------------------------------
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<PAGE> 2
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Statements of Consolidated Operations for the
three fiscal months ended July 1, 2000 and July 3,
1999.................................................. 2
Condensed Statements of Consolidated Operations for the
six fiscal months ended July 1, 2000 and July 3,
1999.................................................. 3
Condensed Consolidated Balance Sheets at July 1, 2000
and December 31, 1999................................. 4
Condensed Statements of Consolidated Cash Flows for the
six fiscal months ended July 1, 2000 and July 3,
1999.................................................. 5
Notes to Condensed Consolidated Financial Statements... 6
Independent Accountants' Report........................ 10
Item 2. Management's Discussion and Analysis of Results of
Operations and
Financial Condition....................................... 11
Item 3. Quantitative and Qualitative Disclosures about Market
Risk...................................................... 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 15
Item 6. Exhibits and Reports on Form 8-K............................ 16
</TABLE>
1
<PAGE> 3
SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
FOR THE THREE FISCAL MONTHS ENDED JULY 1, 2000 AND JULY 3, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
JULY 1, JULY 3,
2000 1999
-------- --------
(UNAUDITED)
<S> <C> <C>
NET SALES................................................... $128,648 $128,043
Cost of sales............................................. 60,006 69,312
-------- --------
GROSS PROFIT................................................ 68,642 58,731
Selling, general and administrative expenses.............. 49,965 45,512
Royalty income, net....................................... (2,876) (2,852)
Restructuring and other unusual costs..................... 202
-------- --------
INCOME FROM OPERATIONS...................................... 21,553 15,869
Interest expense, net..................................... 14,828 13,914
Currency loss (gain), net................................. 734 (289)
Equity in net loss of Evenflo Company, Inc................ 724
-------- --------
INCOME BEFORE INCOME TAXES.................................. 5,991 1,520
Income tax expense........................................ 1,918 976
-------- --------
NET INCOME.................................................. $ 4,073 $ 544
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
2
<PAGE> 4
SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
FOR THE SIX FISCAL MONTHS ENDED JULY 1, 2000 AND JULY 3, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
JULY 1, JULY 3,
2000 1999
-------- --------
(UNAUDITED)
<S> <C> <C>
NET SALES................................................... $235,651 $245,199
Cost of sales............................................. 113,753 137,050
-------- --------
GROSS PROFIT................................................ 121,898 108,149
Selling, general and administrative expenses.............. 98,820 90,674
Royalty income, net....................................... (5,141) (4,949)
Restructuring and other unusual costs..................... 666
-------- --------
INCOME FROM OPERATIONS...................................... 28,219 21,758
Interest expense, net..................................... 29,476 27,915
Currency loss, net........................................ 1,312 673
Equity in net loss of Evenflo Company, Inc................ 809
-------- --------
LOSS BEFORE INCOME TAXES.................................... (2,569) (7,639)
Income tax benefit........................................ (905) (2,021)
-------- --------
NET LOSS.................................................... $ (1,664) $ (5,618)
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 5
SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 1, 2000 AND DECEMBER 31, 1999
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JULY 1, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash........................................................ $ 3,323 $ 2,931
Receivables, less allowance of $2,465 and $2,050,
respectively.............................................. 108,312 95,829
Inventories................................................. 58,577 49,012
Deferred income taxes....................................... 11,417 12,218
Prepaid expenses............................................ 11,790 1,555
--------- ---------
TOTAL CURRENT ASSETS.............................. 193,419 161,545
Property, plant and equipment, net.......................... 46,867 58,734
Intangible assets, net...................................... 105,895 108,135
Deferred income taxes....................................... 102,056 99,877
Deferred financing costs.................................... 14,139 15,721
Other....................................................... 399 400
--------- ---------
TOTAL ASSETS...................................... $ 462,775 $ 444,412
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Non-U.S. bank loans......................................... $ 5,387 $ 4,081
Short-term debt............................................. 3,516 3,341
Accounts payable............................................ 83,566 74,098
Accrued expenses............................................ 54,528 60,270
Income taxes................................................ -- 315
--------- ---------
TOTAL CURRENT LIABILITIES......................... 146,997 142,105
Long-term debt.............................................. 525,158 510,700
Pension benefits............................................ 9,704 9,787
Postretirement benefits..................................... 8,033 7,940
Other....................................................... 92
--------- ---------
TOTAL LIABILITIES................................. 689,892 670,624
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $.01 par value, 50,000,000 shares
authorized; 1,000,000 outstanding, liquidation value
$129.8 million and $120.9 million, respectively........... 100,000 100,000
Common stock, $.01 par value, 150,000,000 shares authorized,
98,901,747 and 98,058,948 shares outstanding,
respectively.......................................... 989 981
Additional paid-in capital.................................. 466,417 466,088
Accumulated deficit......................................... (790,343) (788,679)
Treasury stock, 27,441 shares, at cost...................... (128) (128)
Loans for stock............................................. (508) (644)
Deferred compensation....................................... (175) (200)
Accumulated other comprehensive loss -- currency translation
adjustments............................................... (3,369) (3,630)
--------- ---------
TOTAL SHAREHOLDERS' DEFICIENCY.................... (227,117) (226,212)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY.... $ 462,775 $ 444,412
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 6
SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX FISCAL MONTHS ENDED JULY 1, 2000 AND JULY 3, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
JULY 1, JULY 3,
2000 1999
-------- --------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................... $ (1,664) $ (5,618)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation.............................................. 6,162 3,959
Noncash expenses.......................................... 159
Equity in loss of Evenflo Company, Inc. .................. 809
Intangibles amortization.................................. 2,241 2,233
Deferred income taxes..................................... (1,379) (2,513)
Deferred financing cost amortization...................... 1,582 1,637
Other..................................................... 234 207
Changes in assets and liabilities:
Receivables............................................... (12,486) (24,758)
Inventories............................................... (9,565) 22,967
Current liabilities, excluding bank loans................. 3,619 3,559
Prepaid expenses and other................................ (10,234) (245)
-------- --------
NET CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES...................................... (21,331) 2,237
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES --
Capital expenditures, net of refunds........................ 5,705 (7,765)
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES...................................... 5,705 (7,765)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit loan.................. 14,246 7,328
Net borrowings (repayment) of other indebtedness............ 1,601 (676)
Proceeds from issuance of common stock...................... 8 105
Payments received from loans for stock, net................. 163
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES......... 16,018 6,757
-------- --------
NET INCREASE IN CASH........................................ 392 1,229
Cash balance, beginning of period........................... 2,931 8,036
-------- --------
Cash balance, end of period................................. $ 3,323 $ 9,265
======== ========
SUPPLEMENTAL CASH FLOW DATA:
Interest paid............................................... $ 28,110 $ 24,180
======== ========
Income taxes paid........................................... $ 473 $ 569
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 7
SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNT IN THOUSANDS)
NOTE 1 -- BASIS OF PRESENTATION
The accompanying condensed consolidated balance sheet of Spalding Holdings
Corporation and subsidiaries (the "Company") as of July 1, 2000, and the related
condensed statements of consolidated operations and of cash flows for the three
and six fiscal month periods ended July 1, 2000 and July 3, 1999 are unaudited.
In the opinion of management, all adjustments necessary for a fair presentation
of such consolidated financial statements have been included. Such adjustments
consist only of normal recurring items. Interim results may not be indicative of
results for a full year.
The sole subsidiary of the Company is Spalding Sports Worldwide
("Spalding"). Spalding is a manufacturer and marketer of branded consumer
products serving the sporting goods markets under the primary trade names
SPALDING(R), TOP-FLITE(R), ETONIC(R), STRATA(R), BEN HOGAN(R), AND DUDLEY(R).
Spalding markets and licenses a variety of recreational and athletic products
such as golf balls, golf clubs, golf shoes, golf bags and accessories,
basketballs, volleyballs, footballs, soccer balls, softballs and clothing, shoes
and equipment for many other sports.
The condensed consolidated financial statements and notes are presented as
permitted by Form 10-Q of the Securities and Exchange Commission and do not
contain certain information included in the Company's annual consolidated
financial statements and notes. The condensed consolidated balance sheet as of
December 31, 1999 was derived from the Company's audited financial statements,
but does not include all disclosures required by generally accepted accounting
principles. This Form 10-Q should be read in conjunction with the Company's
consolidated financial statements and accompanying notes included in its Annual
Report on Form 10-K for the year ended December 31, 1999.
The Company's year end is December 31. The Company closes each quarter on
the thirteenth Saturday of that period except the fourth quarter, which always
closes on December 31. The Company's fiscal quarters for the 2000 calendar year
are as follows: April 1, July 1, September 30 and December 31.
Certain reclassifications have been made to prior year amounts to conform
to current year presentations.
NOTE 2 -- INVENTORIES
<TABLE>
<CAPTION>
JULY 1, DECEMBER 31,
2000 1999
------- ------------
<S> <C> <C>
Finished goods.............................................. $42,507 $34,729
Work in process............................................. 4,869 2,798
Raw materials............................................... 11,201 11,485
------- -------
Total inventories................................. $58,577 $49,012
======= =======
</TABLE>
NOTE 3 -- SEGMENT INFORMATION
The Company manages the operations of the business based on three operating
segments: U.S. Golf Products, U.S. Sporting Goods Products and International
Operations. The following table is presented in accordance with Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."
6
<PAGE> 8
SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
U.S.
U.S. SPORTING
GOLF GOODS INTERNATIONAL ALL OTHER TOTAL
-------- -------- ------------- --------- --------
<S> <C> <C> <C> <C> <C>
Three fiscal months ended July 1,
2000
Net sales.......................... $ 81,958 $12,138 $34,552 $ -- $128,648
Income from operations............. 13,197 893 5,481 1,982 21,553
Three fiscal months ended July 3,
1999
Net sales.......................... $ 75,610 $18,589 $33,844 $ -- $128,043
Income (loss) from operations...... 8,116 (686) 5,618 2,821 15,869
Six fiscal months ended July 1, 2000
Net sales.......................... $145,487 $24,116 $66,048 $ -- $235,651
Income (loss) from operations...... 14,865 (774) 9,734 4,394 28,219
Six fiscal months ended July 3, 1999
Net sales.......................... $139,099 $41,945 $64,155 $ -- $245,199
Income from operations............. 8,420 250 8,393 4,695 21,758
</TABLE>
U.S. Golf Products represent the Company's largest operating segment. The
products included in this segment are golf balls, golf clubs, golf shoes and
golf accessories (gloves, bags, hats, club covers, tees, towels and sports
luggage).
Spalding currently markets its golf products under the following brand
names:
<TABLE>
<CAPTION>
GOLF BALLS GOLF CLUBS GOLF SHOES AND ACCESSORIES
---------- -------------- --------------------------
<S> <C> <C>
STRATA(R) BEN HOGAN(R) ETONIC(R)
TOP-FLITE(R) TOP-FLITE(R) BEN HOGAN(R)
SPALDING(R) TOP-FLITE(R)
MOLITOR(R) SPALDING(R)
</TABLE>
U.S. Sporting Goods includes basketballs, softballs, volleyballs, soccer
balls, and other sports products. These products are primarily sold under the
SPALDING(R) trademark. Softball products are marketed under the DUDLEY(R)
trademark.
The International segment conducts operations outside of the U.S. and
consists of both subsidiary and third party distributors. Subsidiary operations
are maintained in key golf and sporting goods markets outside the U.S.,
including operations in Canada, Australia, New Zealand, United Kingdom, Japan
and Sweden. In addition to subsidiary operations, the Company conducts business
with over 100 third-party distributors in other markets throughout the world. In
both the subsidiary and distributor territories, the Company markets a line of
golf and sporting goods products similar to those in the U.S. segments. For the
six fiscal months ended July 1, 2000 and July 3, 1999, net sales of operations
in Canada totaled 12.3% and 11.8% of total consolidated net sales, respectively.
No other foreign country accounted for net sales representing more than 10% of
total consolidated net sales.
The "All Other" category includes worldwide licensing and other items not
allocable to one of the segments. Worldwide licensing is a result of Spalding
granting licensees the right to use specified Spalding trademarks for specific
product categories, in specific markets. The SPALDING(R), TOP-FLITE(R),
ETONIC(R) and BEN HOGAN(R) names are licensed in a broad range of product
categories, including shoe and apparel lines. In exchange for these licenses,
the Company receives royalty fees. The majority of royalty revenues are
generated in the U.S. and Japanese markets.
7
<PAGE> 9
SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- INVESTMENT IN AFFILIATE
From August 20, 1998 through December 23, 1999, the Company owned 42.4% of
the common stock of Evenflo Company, Inc. ("Evenflo"). Evenflo markets specialty
juvenile products under the EVENFLO(R), GERRY(R) and SNUGLI(R) trademarks. On
December 23, 1999, the KKR 1996 fund, a shareholder and affiliate of the
Company, purchased the 42.4% common stock ownership in Evenflo. The net proceeds
from this transaction of $23.0 million were used to repay term loans under the
Company's senior credit facilities.
Summarized financial information of Evenflo for the three and six months
ended June 30, 1999 is set forth below.
CONDENSED INCOME STATEMENT INFORMATION
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
------------ ----------
<S> <C> <C>
Net sales................................................... $ 70,185 $165,045
======== ========
Gross profit................................................ $ 17,014 $ 39,068
======== ========
Loss before income tax and extraordinary items.............. $ (2,831) $ (2,773)
======== ========
Net loss.................................................... $( 1,707) $ (1,907)
======== ========
Company's proportionate share (42.4%)....................... $ ( 724) $ (809)
======== ========
</TABLE>
NOTE 5 -- CONTINGENCIES
The Company is both a plaintiff and defendant in numerous lawsuits
incidental to its current and former operations, some alleging substantial
claims. In addition, the Company's operations are subject to federal, state, and
local environmental laws and regulations. The Company has entered into
settlement agreements with the U.S. Environmental Protection Agency and other
parties on several sites, and is still negotiating on other sites. The
settlement amount and estimated liabilities are not considered significant by
the Company based on present facts.
Management is of the opinion that, after taking into account the merits of
defenses, insurance coverage and established reserves, the ultimate resolution
of these matters will not have a material adverse effect on the Company's
condensed consolidated financial statements.
During October 1999, the Company substantially completed the implementation
of a fully integrated computer system for its domestic operations. The
implementation included significant changes to customer service, warehousing,
distribution and financial processes. The Company encountered some start-up
difficulties that primarily affected the efficiency of warehouse and
distribution operations. While the Company was able to process and fulfill
orders, it was not able to do so at an adequate rate, thus risking the loss of
future business if immediate action was not taken to fulfill all orders.
Accordingly, the Company returned to certain components of its prior computer
system to deliver a level of distribution activity that met the ongoing demands
for its products. The financial modules of the new computer system were
successfully implemented in October 1999 and are currently in use. During the
second quarter of 2000, the Company's assessment of the difficulties encountered
by the new computer system progressed to a point whereby the Company concluded
that those aspects of the system which had been deactivated during the fourth
quarter of 1999 will not be reactivated. While the Company's current computer
systems environment adequately supports its basic business needs, selected
system upgrades are planned over the remainder of 2000 and into 2001. As of July
1, 2000, $3.9 million is capitalized relating to costs for the financial modules
that are in use and no amounts are capitalized related to the deactivated
modules.
8
<PAGE> 10
SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 6 -- COMPREHENSIVE INCOME/(LOSS)
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income" which establishes standards for reporting and disclosure of
comprehensive income and its components. For the three fiscal months ended July
1, 2000 and July 3, 1999, the comprehensive income was $4,215 and $183,
respectively. For the six fiscal months ended July 1, 2000 and July 3, 1999, the
comprehensive loss was $(1,403) and $(5,374), respectively.
9
<PAGE> 11
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
Spalding Holdings Corporation
Chicopee, Massachusetts
We have reviewed the accompanying condensed consolidated balance sheet of
Spalding Holdings Corporation and subsidiaries (the "Company") as of July 1,
2000, and the related condensed consolidated statements of operations for the
three and six fiscal months ended July 1, 2000 and July 3, 1999 and of condensed
consolidated cash flows for the six fiscal months ended July 1, 2000 and July 3,
1999. These financial statements are the responsibility of the Company's
management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with accounting principles generally accepted in the United
States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the
Company at December 31, 1999, and the related consolidated statements of
operations, cash flows and shareholders' equity (deficiency) for the year then
ended (not presented herein); and in our report dated March 17, 2000, we
expressed an unqualified opinion (which includes an explanatory paragraph
regarding a change in the method of inventory valuation) on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1999, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Hartford, Connecticut
July 24, 2000
10
<PAGE> 12
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
FORWARD-LOOKING STATEMENTS
Sections of this Form 10-Q, including Management's Discussion and Analysis
of Financial Conditions and Results of Operations ("MD&A"), contain various
forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, with respect to the financial condition, results
of operation and business of the Company. Examples of forward-looking statements
are statements that use the words "expect", "anticipate", "plan", "intend",
"project", "believe" and similar expressions. These forward-looking statements
involve certain risks and uncertainties, and no assurance can be given that any
of such matters will be realized. Actual results may differ materially from
those contemplated by such forward looking statements as a result of, among
other things, failure by the Company to predict accurately customer preferences;
a decline in the demand for merchandise offered by the Company; failure of the
Company's brand repositioning strategy and organizational restructuring;
competitive influences; changes in levels of consumer spending habits;
effectiveness of the Company's brand awareness and marketing programs; general
economic conditions that are less favorable than expected or a downturn in the
consumer products industry; a significant change in the regulatory environment
applicable to the Company's business; an increase in the rate of import duties
or export quotas with respect to the Company's merchandise; or an adverse
outcome of the litigation referred to in "Legal Proceedings" that materially and
adversely affects the Company's financial condition. The Company assumes no
obligation to update or revise any such forward looking statements, which speak
only as of their date, even if experience or future events or changes make it
clear that any projected financial or operating results implied by such
forward-looking statements will not be realized.
RESULTS OF OPERATIONS
Fiscal quarter ended July 1, 2000 ("2000 second quarter") as compared to
the fiscal quarter ended July 3, 1999 ("1999 second quarter").
Net sales for the 2000 second quarter were $128.6 million as compared to
$128.0 million for the 1999 second quarter. Net sales for the 1999 second
quarter included discontinued products totaling $10.0 million. Excluding
discontinued products, net sales increased 9.0% for the 2000 second quarter as
compared to the 1999 second quarter.
U.S. Golf net sales increased to $82.0 million for the 2000 second quarter
as compared to $75.6 million for the 1999 second quarter, an increase of $6.4
million, or 8.5%. The increase was primarily from the improvement in net sales
of the STRATA(R) and TOP-FLITE(R) XL 2000(R) golf ball lines. Net sales of golf
clubs also improved due to the successful introduction of the new BEN HOGAN(R)
APEX PLUS(TM) irons in the fourth quarter of 1999, partially offset by decreases
in the net sales of SPALDING(R) and TOP-FLITE(R) family of clubs as the Company
reevaluates its strategy for these products. Net sales of golf shoes and gloves
also improved in the 2000 second quarter as compared to the 1999 second quarter.
Net sales of U.S. Sporting Goods decreased to $12.1 million in the 2000
second quarter as compared to $18.6 million in the 1999 second quarter. The
decrease is primarily a result of the Company's SKU rationalization and decision
to exit low-margin products, including the Etonic Athletic Shoe, and to a lesser
extent from the decline in the net sales of basketballs. During the 2000 first
quarter the Company licensed the Etonic Athletic brand to a third party to
generate a stream of future income.
International net sales increased to $34.6 million in the 2000 second
quarter as compared to $33.8 million in the 1999 second quarter, representing a
2.0% increase.
Gross profit improved to $68.6 million for the 2000 second quarter as
compared to $58.7 million in the 1999 second quarter, an increase of $9.9
million, or 16.9%. Gross margin (gross profit as a percentage of net sales)
increased 7.5 percentage points to 53.4% for the 2000 second quarter as compared
to 45.9% for the 1999 second quarter. Improvements in gross profit and gross
margin are due to a shift in product mix towards higher-end golf products as
indicated in the discussion of net sales above. In addition, improvements have
been generated by efficiencies and cost savings achieved in manufacturing
operations.
11
<PAGE> 13
Selling, general and administrative ("SG&A") expenses increased to $50.0
million for the 2000 second quarter as compared to $45.5 million for the 1999
second quarter. The increase is principally due to higher advertising and
promotion spending to drive sales across all distribution channels.
Royalty income was $2.9 million for the 2000 second quarter and the 1999
second quarter.
Restructuring and other unusual costs. The restructuring costs incurred in
the 1999 second quarter of $0.2 million were costs for the consolidation of
facilities.
Interest expense increased to $14.8 million in the 2000 second quarter as
compared to $13.9 million in the 1999 second quarter. The $0.9 million increase
is attributable to an increase in the Company's average interest rate on its
borrowings from 9.36% in the 1999 second quarter to 10.09% in the 2000 second
quarter. The increase related to interest rates was partially offset by a
decrease in the Company's average debt balance to $554.8 million in the 2000
second quarter as compared to $556.2 million in the 1999 second quarter.
Net currency losses were $0.7 million in the 2000 second quarter compared
to a gain of $0.3 million in the 1999 second quarter -- see "Item
3 -- Disclosure About Foreign Currency Risk".
Evenflo. The Company incurred a loss of $0.7 million from its 42.4%
investment in the common stock of Evenflo Company, Inc. for the 1999 second
quarter. On December 23, 1999, the KKR 1996 Fund, a shareholder and affiliate of
the Company, purchased the 42.4% investment in the common stock of Evenflo. The
net proceeds from this transaction of $23.0 million were used to repay term
loans under the Company's senior credit facilities.
Income taxes were $1.9 million in the 2000 second quarter as compared to
$1.0 million in the 1999 second quarter. The increase in tax expense is a result
of an increase in the Company's net income before income taxes in the 2000
second quarter as compared to the 1999 second quarter. During the 1999 second
quarter, the effective tax rate of 64% varied from the U.S. federal statutory
rate of 35% due to actual non-U.S. withholding taxes paid and the Company's
portion of Evenflo's loss of $0.7 million for which tax benefit was not
recognized.
Fiscal six months ended July 1, 2000 ("2000 six months") as compared to the
fiscal six months ended July 3, 1999 ("1999 six months").
Net sales for the 2000 six months were $235.7 million as compared to $245.2
million for the 1999 six months, representing a decrease of $9.5 million, or
3.9%. The decrease was generated in the first quarter of 2000 as a result of
lower sales as compared to the 1999 first quarter from the elimination of low
margin product lines and loss generating businesses. Overall, sales of
discontinued products included in the 1999 six months were $24.9 million.
Excluding discontinued products, net sales increased 7.0% for the 2000 six
months as compared to the 1999 six months.
U.S. Golf net sales increased $6.4 million, or 4.6%, to $145.5 million for
the 2000 six months as compared to $139.1 million for the 1999 six months. The
increase is driven by improved net sales during the 2000 six months of the
STRATA(R) and TOP-FLITE(R) XL 2000(R) golf ball lines as compared to the 1999
six months. These gains were partially offset by a decrease in net sales of
other golf ball products, golf clubs and golf shoes. The decrease in golf club
net sales is due to the SPALDING(R) and TOP-FLITE(R) family of clubs as the
Company reevaluates its strategy for these products, partially offset by an
increase in net sales of BEN HOGAN(R) clubs due to the Company's successful
introduction of the new APEX PLUS(TM) irons in the fourth quarter of 1999.
Net sales of U.S. Sporting Goods decreased to $24.1 million in the 2000 six
months as compared to $41.9 million in the 1999 six months. The decrease is
primarily a result of the Company's SKU rationalization and decision to exit
low-margin products, including the Etonic Athletic Shoe, and to a lesser extent
from the decline in the net sales of basketballs.
International net sales increased 2.8% to $66.0 million in the 2000 six
months as compared to $64.2 million in the 1999 six months.
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<PAGE> 14
Gross profit improved to $121.9 million for the 2000 six months as compared
to $108.1 million in the 1999 six months, an increase of $13.8 million, or
12.8%. Gross margin (gross profit as a percentage of sales) increased 7.6
percentage points to 51.7% for the 2000 six months as compared to 44.1% for the
1999 six months. Improvements in gross profit and gross margin are due to a
shift in product mix towards higher-end golf products as indicated in the
discussion of net sales above. In addition, improvements have been generated by
efficiencies and cost savings achieved in manufacturing operations.
Selling, general and administrative ("SG&A") expenses increased to $98.8
million for the 2000 six months as compared to $90.7 million for the 1999 six
months. The increase is principally due to higher advertising and promotion
spending to drive sales across all distribution channels.
Royalty income increased $0.2 million to $5.1 million in the 2000 six
months as compared to $4.9 million in the 1999 six months.
Restructuring and other unusual costs. The restructuring costs incurred in
the 1999 six months of $0.7 million were a result of the elimination of
positions at the Company's corporate office in Chicopee, Massachusetts and costs
for the consolidation of facilities.
Interest expense increased to $29.5 million in the 2000 six months as
compared to $27.9 million in the 1999 six months. The $1.6 million increase is
attributable to an increase in the Company's average interest rate on its
borrowings from 9.36% in the 1999 six months to 10.07% in the 2000 six months.
The increase related to interest rates was partially offset by a decrease in the
Company's average debt balance to $547.0 million in the 2000 six months as
compared to $550.9 million in the 1999 six months.
Net currency losses increased to $1.3 million in the 2000 six months from
$0.7 million in the 1999 six months -- see Item 3 -- "Disclosure About Foreign
Currency Risk".
Evenflo. The Company incurred a loss of $0.8 million from its 42.4%
investment in the common stock of Evenflo Company, Inc. for the 1999 six months.
On December 23, 1999, the KKR 1996 Fund, a shareholder and affiliate of the
Company, purchased the 42.4% investment in the common stock of Evenflo. The net
proceeds from this transaction of $23.0 million were used to repay term loans
under the Company's senior credit facilities.
Income taxes were a benefit of $0.9 million in the 2000 six months as
compared to a benefit of $2.0 million in the 1999 six months. The decrease in
the tax benefit totaling $1.1 million is a result of a decrease in the Company's
loss before income taxes in the 2000 six months as compared to the 1999 six
months. During the 1999 six months, the effective tax rate of 26% varied from
the U.S. federal statutory rate of 35% due to actual non-U.S. withholding taxes
paid and the Company's portion of Evenflo's loss of $0.8 million for which tax
benefit was not recognized.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity are from cash flows generated
from operations and from borrowings under the Company's $250 million revolving
credit facility and certain non-U.S. facilities (the majority of which non-U.S.
borrowings are guaranteed by the Company). The Company's principal uses of
liquidity are to provide working capital, meet debt service requirements and
finance the Company's strategic plans. At July 1, 2000, the Company had an
available borrowing capacity under the Credit Facility of $37.0 million (net of
$42.0 million of outstanding letters of credit and bankers' acceptances). As of
July 31, 2000, the Company had an available borrowing capacity under the Credit
Facility of $35.8 million (net of $37.8 million of outstanding letters of credit
and bankers' acceptances).
The Company believes its business is somewhat seasonal. For calendar 1999
quarterly net sales as a percentage of total sales were approximately 26%, 30%,
21%, and 23%, respectively. Many sporting goods marketed by Spalding, especially
golf products, generally experience higher levels of sales in the spring and
summer months. The Company's need for cash historically has been greater in its
first and fourth quarters when cash generated from operating activities coupled
with drawdowns from credit facilities have been invested in receivables and
inventories.
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<PAGE> 15
For the 2000 six months, the Company provided $21.7 million in cash from
financing activities and investing activities to fund $21.3 million in operating
activities. Net cash utilized by operating activities was $21.3 million in the
2000 six months as compared to a source of $2.2 million in the 1999 six months.
The difference in operating cash flows was driven primarily by increases in
inventory and the timing of payments for advertising and promotion costs,
partially offset by better management of receivables. For the 2000 six months,
capital expenditures primarily consist of golf ball production expansion costs
and software costs for the development of an automated call center, net of
refunds received.
The Company's ability to fund its operations, make capital expenditures and
make scheduled payments or to refinance its indebtedness will depend upon its
future financial and operating performance, which will be affected by prevailing
economic conditions and financial, business and other factors, some of which are
beyond its control. There can be no assurance that the Company's results of
operations, cash flow and capital resources will be sufficient to fund its
operations, capital expenditures, or its debt service obligations. In the
absence of improved operating results, the Company may face liquidity problems
and might be required to dispose of material assets or operations to fund its
operations and capital expenditures and to meet its debt service and other
obligations, and there can be no assurances as to the timing of such sales or
the proceeds that the Company could realize therefrom.
The Company and/or affiliates of the Company, including entities related to
Kohlberg Kravis Roberts & Co., L.P., may, from time to time depending on market
conditions, purchase senior subordinated notes previously issued by the Company
in the open market or by other means.
EBITDA (earnings before interest, taxes, depreciation and amortization) is
included as a basis upon which the Company assesses its financial performance,
and certain covenants in the Company's borrowing arrangements are tied to
similar measures. The following sets forth certain information regarding the
Company's EBITDA and other net cash flow items for the 2000 six months and the
1999 six months:
<TABLE>
<CAPTION>
JULY 1, JULY 3,
2000 1999
------- -------
<S> <C> <C>
Net loss................................................. $(1,664) $(5,618)
Interest expense......................................... 29,476 27,915
Depreciation............................................. 6,162 3,959
Amortization............................................. 2,241 2,233
Income taxes............................................. (905) (2,021)
------- -------
EBITDA................................................... $35,310 $26,468
======= =======
</TABLE>
Currency hedging. In the 2000 six months and for the year ended December
31, 1999, approximately 24% and 21.2%, respectively, of the Company's total net
sales were generated in non-U.S. currencies. Fluctuations in the value of these
currencies relative to the U.S. dollar could have a material effect on the
Company's results of operations. Additionally, the Company sources many of its
goods from foreign manufacturers; the vast majority is sourced from China which
has not experienced significant currency fluctuations relative to the U.S.
dollar. The Company, in its discretion, uses forward exchange contracts to hedge
transaction exposures from U.S. dollar purchases made by its non-U.S.
operations.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. The accounting for changes in the fair value of
a derivative (that is, gains and losses) depends upon the intended use of the
derivative and resulting designation if used as a hedge. SFAS No. 133, as
amended by SFAS No. 137 "Deferral of the Effective Date of SFAS No. 133", is
effective beginning January 1, 2001. Management is currently evaluating the
impact of the statements and
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<PAGE> 16
believes their adoption will not materially affect the Company's consolidated
financial position, results of operations or cash flows.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial
Statements", which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101, as amended by SAB
101A and SAB 101B, is effective for the Company's fourth quarter of 2000. It
requires companies to report any changes in revenue recognition as a cumulative
change in accounting principle at the time of implementation in accordance with
Accounting Principles Board Opinion 20, "Accounting Changes." The Company does
not expect that SAB 101 will have a material effect on its financial position or
results of operations.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DISCLOSURE ABOUT FOREIGN CURRENCY RISK
Although the majority of the Company's transactions are in U.S. Dollars,
affiliates operate in their local currency with certain transactions for
inventory and royalties being denominated in U.S. Dollars. The Company may
purchase short-term forward exchange contracts to hedge payments that require
conversion to U.S. Dollars. The purpose of entering these hedge contracts is to
minimize the impact of foreign currency fluctuations on the results of
operations. Certain increases or decreases in the affiliate U.S. dollar payments
are offset by gains and losses on the hedges. The contracts have maturity dates
that do not exceed twelve months. The Company does not purchase short-term
forward exchange contracts for trading purposes.
As of July 1, 2000, the Company had outstanding the following purchased
foreign exchange forward contract (in thousands of U.S. dollars):
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
CONTRACT CONTRACT UNREALIZED
AMOUNT RATE GAIN
-------- -------- ----------
<S> <C> <C> <C>
Canadian dollar....................................... $2,625 $.686 $25
</TABLE>
DISCLOSURE ABOUT INTEREST RATE RISK
The Company is subject to market risk from exposure to changes in interest
rates based on its financing, investing, and cash management activities. The
Company utilizes a balanced mix of debt maturities along with both fixed-rate
and variable-rate debt to manage its exposures to changes in interest rates. The
Company does not expect changes in interest rates to have a material effect on
income or cash flows in 2000, although there can be no assurances that interest
rates will not significantly change.
In order to manage the impact of fluctuating rates on its variable rate
debt, in July 2000 the Company fixed $309.9 million of its variable rate debt in
accordance with the terms of its credit agreements until October 2000 using a
weighted-average base rate (Eurodollar rate) of 6.7%. In addition, in July 2000
the Company entered into an interest rate cap agreement on $300.0 million of its
variable rate debt that commences in October 2000 (total variable rate debt
based on the Eurodollar rate at July 1, 2000 was $307.0 million). The cap has a
strike rate of 6.85% and expires on January 26, 2001. At July 31, 2000, the
effective Eurodollar interest rate was 6.7%.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Part I, Item 3 "Legal Proceedings" of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999, filed March 30,
2000. Since March 30, 2000, the Company has not been named as a defendant in any
action that to the best of the Company's knowledge could have a material adverse
effect on the financial condition or results of operations of the Company.
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<PAGE> 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<C> <S>
10.23 Restricted Stock Award Agreement between Spalding Holdings
Corporation and G. Wade Lewis dated June 21, 2000.
10.24 Sale Participation Agreement between Spalding Holdings
Corporation and G. Wade Lewis dated June 21, 2000.
15 Deloitte & Touche LLP letter in lieu of consent
27 Financial Data Schedule as of and for the six fiscal months
ended July 1, 2000
</TABLE>
(b) Reports on Form 8-K
None
16
<PAGE> 18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be filed on its behalf by
the undersigned, thereunto duly authorized.
Spalding Holdings Corporation
(Registrant)
By: /s/ DANIEL S. FREY
------------------------------------
Daniel S. Frey
Chief Financial Officer
Date: August 2, 2000
17
