<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
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 000-23899
BOLLE INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-373-4135
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
Suite B-302
555 Theodore Fremd Avenue 10580
Rye, New York
- -------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrant's telephone number, including area code: (914) 967-9475
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
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INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK AS OF THE LATEST PRACTICABLE DATE.
COMMON SHARES, PAR VALUE $.01--6,636,581 SHARES AS OF MAY 8, 1998
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
BOLLE INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,210 $ 1,204
Trade receivables from related parties 487 1,120
Trade receivables, less allowances of $754 and $857 10,488 11,332
Inventories 11,235 11,734
Prepaid and other current assets 1,165 1,617
Deferred tax asset 5,363
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Total current assets 29,948 27,007
Note receivable and investment in affiliates 5,403
Property and equipment, net 10,086 4,687
Trademark, net 37,542 39,029
Goodwill and other intangible assets, net 22,399 23,447
Other assets 1,451 527
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Total assets $ 106,829 $ 94,697
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LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Short term debt and current portion of long term debt $ 8,705 $
Accounts payable 4,825 6,247
Indebtedness to related parties 35,782
Accrued compensation 962 1,111
Other accrued expenses 6,319 4,803
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Total current liabilities 20,811 47,943
Long term debt, net of current portion 12,042
Deferred tax liability 14,000 14,000
Other long-term liabilities 2,919 2,856
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Total liabilities 49,772 64,799
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Mandatorily redeemable preferred stock - redemption value $11,055; par value
$.01; 64 shares authorized, issued and outstanding 11,055 11,055
Mandatorily redeemable cumulative preferred stock - redemption value
$9,625; par value $0.01; 10 shares authorized, issued and outstanding 9,654
Stockholders' equity:
Common stock - par value $.01; 25,000 shares authorized, 6,638 shares
issued and outstanding 66
Additional paid-in capital 43,285 23,960
Cumulative translation adjustment (2,344) (462)
Accumulated deficit (4,659) (4,655)
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Total stockholders' equity 36,348 18,843
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Total liabilities, mandatorily redeemable preferred stock
and stockholders' equity $ 106,829 $ 94,697
========== ==========
See accompanying notes to condensed financial statements.
</TABLE>
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BOLLE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended March 31,
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1998 1997
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<S> <C> <C>
REVENUES:
Net sales $10,728 $5,058
COSTS AND EXPENSES
Cost of sales 5,288 2,778
Selling, general and administrative expenses 5,430 3,034
Interest expense 484 21
Other (income) expense (515) (288)
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Total costs and expenses 10,687 5,545
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Income (loss) before income taxes 41 (487)
Provision for (benefit from) income taxes 16 (156)
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Net income (loss) 25 (331)
Preferred dividend 29
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Net loss attributable to common stock $ (4) $ (331)
======= ======
Comprehensive loss $(1,123) $ (331)
======= ======
Weighted average shares outstanding:
Basic 1,476,351 100
Diluted 1,566,124 100
Loss per share:
Basic $(0.00) $(3,310)
Diluted $(0.00) $(3,310)
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE> 4
BOLLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended March 31,
------------------------------------
1998 1997
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<S> <C> <C>
Net cash provided (used) by operating activities $ 2,018 $ (554)
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Cash flows from investing activities:
Non compete agreement (25) (25)
Capital expenditures (78) (29)
Proceeds from sale of assets 7
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Net cash used by investing activities (103) (47)
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Cash flows from financing activities:
Proceeds from (payments on) revolving credit line (1,982) 355
Proceeds from long term obligations 102
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Net cash provided (used) by financing activities (1,880) 355
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Effect of change in exchange rate on cash (29)
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Net increase (decrease) in cash 6 (246)
Cash and cash equivalents at beginning of period 1,204 311
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Cash and cash equivalents at end of period
$ 1,210 $ 65
========== =========
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE> 5
BOLLE INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SPINOFF AND BASIS OF PRESENTATION
At December 31, 1997 Bolle Inc. (the "Company") was a subsidiary of Lumen
Technologies, Inc. (formerly known as BEC Group, Inc.) ("Lumen"). On March 11,
1998, Lumen distributed the stock of Bolle Inc. to Lumen's stockholders (the
"Spinoff") and the Company began trading on the NASDAQ National Market under
the symbol "BEYE" on March 12, 1998.
In connection with the Spinoff, pursuant to a Bill of Sale and Assignment
Agreement entered into between Lumen and the Company immediately prior to the
consummation of the Spinoff (the "Contribution Agreement"), (i) Lumen assigned
to the Company all of Lumen's assets other than assets related to the ORC
Business (as defined in the Contribution Agreement) and certain other specified
assets retained by Lumen, and (ii) the Company assumed all of Lumen's
liabilities prior to the Spinoff other than those related to the ORC Business.
Pursuant to this agreement, approximately $17 million of the Company's
indebtedness to related parties was contributed to the capital of the Company
and the remaining balance was refinanced via a bank credit facility.
In connection with the Spinoff, the Company assumed all obligations and
liabilities of Lumen to each of Maurice Bolle, Robert Bolle, Franck Bolle,
Patricia Bolle Passaquay, Brigitte Bolle and Christelle Roche (collectively,
the "Sellers," and each a "Seller") incurred by Lumen in connection with the
purchase of Bolle France, and Lumen was released from all such obligations or
liabilities. In addition, each Seller conveyed to the Company all shares of
Series A Preferred Stock of Lumen (the "Lumen Preferred Stock") held by such
Seller and the Company issued in exchange to each Seller, shares of its Series
B Preferred Stock (the "Bolle Series B Preferred Stock") in proportion to the
number of shares of Lumen Preferred Stock conveyed by such Seller to the
Company. No shares of Bolle Common Stock were issued to the holders of
outstanding shares of Bolle Series B Preferred Stock pursuant to the Spinoff.
Lumen canceled all warrants (the "Lumen Warrants") and the Company issued in
exchange to each holder of canceled Lumen Warrants, warrants to purchase Bolle
Common Stock (the "Bolle Warrants") in proportion to the number of Lumen
Warrants held by such holder prior to the cancellation. No shares of Bolle
Common Stock were issued to holders of outstanding Bolle Warrants pursuant to
the Spinoff.
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles, Regulation S-X and
the instructions for Form 10-Q and Regulation S-X. These statements contain all
adjustments, consisting of only normal recurring adjustments, other than those
related to the Spinoff and Contribution Agreement, which in the opinion of
management are necessary to fairly present the consolidated financial position
of the Company as of March 31, 1998 and its results of operations and cash
flows for the three months ended March 31, 1998 and 1997. The results of
operations for the interim periods presented are not necessarily indicative of
the results to be expected for the full fiscal year. These condensed financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
Due to the acquisition of Bolle France on July 10, 1997, the results of
operations of Bolle France are included only in the results of operations for
the quarter ended March 31, 1998.
NOTE 2 - INDEBTEDNESS TO RELATED PARTIES
In connection with the Contribution Agreement between Lumen and the Company,
approximately $17 million of indebtedness to related parties incurred to
finance the acquisition of Bolle France was capitalized and the remaining debt
was refinanced with bank debt.
NOTE 3 - MANDATORILY REDEEMABLE CUMULATIVE PREFERRED STOCK
In connection with the Spinoff described in Note 1, the Company issued 10,000
shares of Bolle Series B Preferred Stock (the "Series B Stock") with a
redemption value of $9.6 million. Shares of the Series B Stock will be redeemed
by the Company on the third anniversary of their issuance, subject to the
provisions of the Company's senior indebtedness. The Series B Stock bears
dividends at 6% through June 30, 1998; 7% through December 31, 1998; and
increases by 1% every six months thereafter through January 1, 2000 at which
time the dividend is 10% until redemption. Dividends accumulate and bear
interest at the applicable dividend rate. The Series B Stock does not
participate in any other dividends declared by the Company.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Bolle Inc (the "Company") is a vertically integrated designer, manufacturer and
marketer of Bolle (Registered trademark) branded eyewear, including Bolle
(Registered trademark) premium sunglasses, goggles and tactical and safety
eyewear. The Company became a publicly held corporation upon the spinoff
("Spinoff") on March 11, 1998, by Lumen Technologies, Inc. ("Lumen") of the
interest held by Lumen in the Company. Pursuant to the Spinoff, the stockholders
of Lumen received one share of the Company's common stock for every three shares
of Lumen common stock held as of such date. In conjunction with the Spinoff the
Company executed two agreements with Lumen, the Contribution Agreement and the
Indemnification Agreement (the "Agreements") which (i) transferred to the
Company all of the business, assets and liabilities of Lumen other than those
relating to the conduct of Lumen's retained operations, (ii) capitalized $17
million of the Company's indebtedness to Lumen and (iii) obligated the Company
to assume and to pay when and as due all liabilities and taxes in respect of the
assets and liabilities conveyed to it by Lumen, as well as in respect of certain
assets and liabilities retained by Lumen.
QUARTER ENDED MARCH 31, 1998 COMPARED TO QUARTER ENDED MARCH 31, 1997
Net sales of $10.7 million for the quarter ended March 31, 1998 increased from
$5.1 million for the comparable period in 1997 as a result of the acquisition of
Bolle France on July 10, 1997, offset by a decrease in sales in the United
States. Continued soft conditions in the U.S. market for premium sunglasses
contributed to the decrease in sales in North America.
Gross profit of $5.4 million or 50.7% for the quarter ended March 31, 1998
increased from $2.3 million or 45.1% for the quarter ended March 31, 1997. The
increase in gross margin percentage reflects the higher gross margins of the
Company's integrated manufacturing and distribution operations following the
acquisition of Bolle France.
Selling, general and administrative expenses for the quarters ended March 31,
1998 and 1997 were $5.4 million and $3.0 million, or 51% and 60% of net sales,
respectively. The reduction in selling, general and administrative expense as a
percentage of net sales reflects the change in the Company's mix of business
following the acquisition of Bolle France.
Interest expense of $0.5 million for the quarter ended March 31, 1998 reflects
the cost of debt incurred to fund the Bolle France acquisition for two months
and reduced debt levels due to the Spinoff after March 11, 1998.
Interest expense for the quarter ended March 31,1997 was immaterial.
Other income consists primarily of foreign exchange transaction gains of $0.45
million for the quarter ended March 31, 1998. Other income for the comparable
period in 1997 includes allocated equity income and management fee income from
Eyecare Products of $0.25 million.
Income taxes represent 39% of pretax profit for the quarter ending March 31,
1998 compared to a benefit of 32% against the pretax loss for the quarter ending
March 31, 1997. The increase in the effective tax rate reflects the acquisition
of Bolle France.
6
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Liquidity and capital resources
Net cash provided by operations of $2.0 million represents the nominal net
income, as well as decreases in accounts receivable and inventory and increases
in accounts payable. Depreciation and amortization for the quarter ended March
31, 1998 was $0.7 million compared to $0.1 million for the same period in 1997,
reflecting the acquisition of Bolle France. Capital expenditures of $0.08
million represent an increase of approximately $0.05 million from the comparable
period in 1997. These operating and investing activities were financed through
proceeds from indebtedness to related parties through March 10, 1998. On March
11, 1998 the Company executed a Credit Agreement with a banking syndicate.
Proceeds from the credit agreement were used to repay a portion of indebtedness
to related parties. The remaining indebtedness to related parties was
capitalized in connection with the execution of the Contribution Agreement on
March 12, 1998. There are currently no intercompany credit arrangements between
Lumen and the Company. Management believes that availability under the Credit
Agreement, along with cash provided from operations, will be sufficient to fund
the Company's cash, operating, investing and debt servicing requirements for the
next twelve months. It is not expected that repatriation of French Franc cash
flows, if any, will have a significant impact on liquidity.
Seasonality and cyclical results
The Company's sunglass business is seasonal in nature with the second quarter
typically having the highest sales due to the increased demand for sunglasses
during that period. The Company's goggle business is seasonal in nature with the
third quarter having the highest sales due to increased demand for goggles
during the ski season. This seasonality is partially offset by safety eyewear
sales worldwide.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Approximately $6.5 million of the Company's revenues for the quarter ended March
31, 1998 and $80 million of its total assets including intangible assets of $59
million as of March 31, 1998 were denominated in French Francs. Approximately
$12 million of indebtedness at March 31, 1998 was denominated in French Francs
bearing interest at variable rates based upon the French Franc LIBOR rate. The
Company may from time to time enter into forward or option contracts to hedge
the related foreign exchange risks. The Company does not enter into market risk
sensitive transactions for trading or speculative purposes.
7
<PAGE> 8
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
The Company became a publicly held corporation upon the spinoff (the "Spinoff"),
on March 11, 1998, by Lumen of the interest held by Lumen in the Company.
Pursuant to the Spinoff, the stockholders of Lumen as of such date received one
share of the Company's common stock for three shares of Lumen common stock held
as of such date. The Company entered into a Bill of Sale and Assignment
Agreement (the "Contribution Agreement") with Lumen pursuant to which Lumen
transferred to the Company all of its business assets and liabilities other than
those relating to the conduct of Lumen's retained operations, and pursuant to
which the Company assumed and agreed to pay when and as due all liabilities and
taxes in respect of the assets and liabilities conveyed to it by Lumen, as well
as in respect of certain assets and liabilities retained by Lumen.
ITEM 6. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
27 Financial Data Schedule (for electronic filing only), filed
electronically herewith.
(B) REPORTS ON FORM 8-K:
No Current Reports on Form 8-K were filed during the quarter for which this
Form 10-Q is filed.
8
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOLLE INC.
Date: May 15, 1998 By: /s/ Gary Kiedaisch
------------------------------------
Gary Kiedaisch
Chief Executive Officer and President
Date: May 15, 1998 By: /s/ Ian G.H. Ashken
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Ian G.H. Ashken
Chief Financial Officer
9
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EXHIBIT INDEX
The following Exhibits are filed herewith or incorporated by reference:
<TABLE>
<CAPTION>
Number
<S> <C>
27 Financial Data Schedule (for electronic filing only),
filed electronically herewith
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,210
<SECURITIES> 0
<RECEIVABLES> 11,242
<ALLOWANCES> (754)
<INVENTORY> 11,235
<CURRENT-ASSETS> 29,948
<PP&E> 10,086
<DEPRECIATION> 0
<TOTAL-ASSETS> 106,829
<CURRENT-LIABILITIES> 20,811
<BONDS> 12,042
20,709
0
<COMMON> 66
<OTHER-SE> 36,282
<TOTAL-LIABILITY-AND-EQUITY> 106,829
<SALES> 10,728
<TOTAL-REVENUES> 10,728
<CGS> 5,288
<TOTAL-COSTS> 5,288
<OTHER-EXPENSES> 36,282
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 484
<INCOME-PRETAX> 41
<INCOME-TAX> 16
<INCOME-CONTINUING> 25
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
