<PAGE>
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 JUNE 30, 1999
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.
----------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3934135
-------- ----------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
Suite B-302
555 Theodore Fremd Avenue
Rye, New York 10580
- ---------------------------------------- -----------------
(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 [ ]
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 - 6,895,329 Shares as of August 13, 1999
- ----------------------------------------------------------------------
Page 1 of 13.
Exhibit Index Appears at page 13.
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. CONDENSED FINANCIAL STATEMENTS
- ------- ------------------------------
BOLLE INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,017 $ 1,194
Trade receivables, net 15,640 15,238
Inventories 12,593 11,210
Investments held for resale 4,922
Other current assets 3,696 3,676
----------------- -----------------
Total current assets 33,946 36,240
Property and equipment, net 5,012 5,129
Trademarks, net 29,964 34,208
Goodwill and other intangibles, net 5,528 5,245
Other assets 1,385 1,424
----------------- -----------------
Total assets $ 75,835 $ 82,246
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short term debt and current portion of long term debt $ 15,079 $ 18,955
Accounts payable 7,598 5,851
Accrued expenses 7,818 7,455
----------------- -----------------
Total current liabilities 30,495 32,261
Long-term debt, net of current portion 2,511 3,407
Zero coupon convertible subordinated notes 7,000 7,000
Deferred tax liabilities 10,623 13,028
Other 3,170 3,063
---------------- -----------------
Total liabilities 53,799 58,759
---------------- -----------------
Minority interests 70
Mandatorily redeemable Series A Preferred
Stock--redemption value $11,055; par value $0.01; 64 11,055 11,055
shares authorized, issued and outstanding
Mandatorily redeemable Series B Preferred Stock plus
accrued interest--redemption value $9,625; par value 10,048 9,669
$0.01; 10 shares authorized, issued and outstanding
Stockholders' equity:
Common stock - par value $.01; 30,000 shares authorized;
6,895 and 6,893 shares issued and outstanding 69 69
Additional paid-in capital 38,167 38,539
Accumulated comprehensive income (loss) (677) 1,731
Prior years' accumulated deficit (37,646) (37,646)
Current year earnings 1,020
----------------- -----------------
Total stockholders' equity 933 2,693
----------------- -----------------
Total liabilities and stockholders' equity $ 75,835 $ 82,246
================= =================
</TABLE>
2
See accompanying notes to condensed financial statements.
<PAGE>
BOLLE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------------ -------------------------------
1999 1998 1999 1998
------------ -------------- ------------- --------------
<S> <C> <C> <C> <C>
REVENUES
Net sales $16,752 $13,748 $31,416 $24,476
COSTS AND EXPENSES
Cost of sales 6,978 5,931 13,756 11,218
Sales and marketing expenses 3,982 3,304 7,265 5,641
General and administrative expenses 3,916 2,937 7,723 5,273
Depreciation and amortization 599 745 1,199 1,502
Interest expense 360 311 811 794
Other income (323) (405) (1,000) (919)
------------ -------------- ------------- --------------
Total costs and expenses 15,512 12,823 29,754 23,509
------------ -------------- ------------- --------------
Income before taxes 1,240 925 1,662 967
Provision for income taxes 483 351 647 368
Minority interests (3) 10 (6) 10
------------ -------------- ------------- --------------
Net income 760 564 1,021 589
Preferred dividends 191 141 383 170
------------ -------------- ------------- --------------
Net income attributable to common stock $ 569 $ 423 $ 638 $ 419
============== ============== ============= ==============
Comprehensive income $ 144 $ 1,483 $(1,387) $ (374)
============== ============== ============= ==============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 6,895 6,746 6,895 6,583
Diluted 7,127 7,116 7,123 6,813
EARNINGS PER SHARE:
Basic $0.08 $0.06 $0.09 $0.06
Diluted $0.08 $0.06 $0.09 $0.06
</TABLE>
3
See accompanying notes to condensed financial statements.
<PAGE>
BOLLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
---------------------------------
1999 1998
--------------- --------------
<S> <C> <C>
Net cash provided by operating activities $ 1,893 $ 1,760
--------------- --------------
Cash flows from investing activities:
Non compete agreement and intangible assets (50) (350)
Capital expenditures (1,017) (372)
Proceeds from sale of assets 4,945 5,567
Cash paid for acquisitions, net of cash acquired (3,620)
--------------- --------------
Net cash provided by investing activities 3,878 1,225
--------------- --------------
Cash flows from financing activities:
Proceeds from (payment on) revolving credit line (50) 121
Proceeds from (payment on) long term obligations (4,025) (6,781)
Proceeds from issuance of zero coupon convertible
subordinated notes 7,000
Proceeds from (payments on) short term obligations (173) (2,446)
Net proceeds from issuance of common stock 6
--------------- --------------
Net cash used by financing activities (4,242) (2,106)
--------------- --------------
Effect of change in exchange rate on cash (706) (23)
--------------- --------------
Net increase in cash and cash equivalents 823 856
Cash and cash equivalents at beginning of period 1,194 1,204
--------------- --------------
Cash and cash equivalents at end of period $ 2,017 $ 2,060
=============== ==============
</TABLE>
4
See accompanying notes to condensed financial statements.
<PAGE>
BOLLE INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended June
30, 1999 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1998.
NOTE 2--SEGMENT INFORMATION
The Company operates and manages its operation primarily based on geographic
location. The Company has three reportable segments; North America, Europe and
Australia. Each of the Company's segments sell Bolle branded sunglasses,
goggles, safety and tactical eyewear. Products are manufactured by Bolle France
in Oyonnax, France and through subcontractors, also primarily in Oyonnax,
France. The Company's products are sold to outside distributors throughout the
world and through the Company's owned distributors in North America, Europe and
Australia.
The Company evaluates performance and allocates resources based on operating
results of the reportable segments. The accounting policies for each segment are
the same as described in the summary of significant accounting policies.
Information about the Company's reportable segments for the period ended June
30, 1999 is summarized in the following table.
<TABLE>
<CAPTION>
Three months ended June 30,1999
Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total
--------- -------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 7,573 $ 7,097 $ 2,082 $ 16,752
Intersegment revenues 98 5,103 7 $(5,208)
Segment profit 268 955 17 1,240
Segment assets 33,038 33,799 8,998 75,835
</TABLE>
5
<PAGE>
Three Months ended June 30, 1998
<TABLE>
<CAPTION>
Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total
--------- -------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 6,093 $ 5,583 $ 2,072 $ 13,748
Intersegment revenues 3,060 245 $ (3,305)
Segment profit 757 77 91 925
Segment assets 44,823 62,065 6,697 113,585
</TABLE>
Six Months ended June 30,1999
<TABLE>
<CAPTION>
Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total
--------- -------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 13,724 $ 13,386 $ 4,306 $ 31,416
Intersegment revenues 187 8,853 20 $ (9,060)
Segment profit (loss) 181 1,483 (2) 1,662
Segment assets 33,038 33,799 8,998 75,835
</TABLE>
Six Months ended June 30, 1998
<TABLE>
<CAPTION>
Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total
--------- -------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 10,306 $ 12,098 $ 2,072 $ 24,476
Intersegment revenues 4,376 245 $ (4,621)
Segment profit (loss) 882 (6) 91 967
Segment assets 44,823 62,065 6,697 113,585
</TABLE>
Net sales to external customers are classified based on the location of the
customers. Transfers between geographic areas are recorded at amounts generally
above cost and in accordance with the rules and regulations of the respective
governing tax authorities. Segment assets of geographic areas are those assets
used in the Company's operations in each area.
For the three and six month periods ended June 30, 1999 and 1998, no single
customer contributed more than 10% of the Company's net sales.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Bolle Inc. is a vertically integrated designer, manufacturer and marketer of
Bolle(R) branded eyewear, including Bolle(R) premium sunglasses, goggles and
tactical and safety eyewear. The Company became a publicly listed corporation
upon the spinoff ("Spinoff") on March 11, 1998 by Lumen Technologies, Inc.
("Lumen") of the interest held by Lumen in the Company. In conjunction with the
Spinoff, the Company executed certain agreements with Lumen, including 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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
Net sales increased to $16.8 million for the three months ended June 30, 1999
from $13.7 million for the three months ended June 30, 1998, an increase of $3.1
million, or 21.9%. This increase was primarily the result of strong sales of our
Action Sport, Snakes, and Metals collections.
Gross profit increased to $9.8 million, or 58.4% of net sales, for the three
months ended June 30, 1999 from $7.8 million, or 56.9% of net sales, for the
three months ended June 30, 1998, an increase of $2.0 million, or 25.0%. Gross
profit as a percentage of net sales increased primarily due to a higher
proportion of company-owned distributor sales, as well as a change in the sales
mix to higher margin product.
Sales and marketing expenses increased to $4.0 million, or 23.8% of net sales,
for the three months ended June 30, 1999 from $3.3 million, or 24.0% of net
sales for the three months ended June 30, 1998, an increase of $0.7 million, or
20.5%. The increase in sales and marketing expenses was the result of increases
in variable expenses such as commissions and higher advertising and related
marketing expenses.
General and administrative expenses increased to $3.9 million, or 23.4% of net
sales, for the three months ended June 30, 1999 from $2.9 million, or 21.4% of
net sales for the three months ended June 30, 1998, an increase of $1.0 million,
or 33.3%. The increase in general and administrative expenses was the result of
increased personnel costs and related expenses, primarily in Europe.
Depreciation and amortization expense decreased to $0.6 million for the three
months ended June 30, 1999 from $0.7 million for the three months ended June 30,
1998, a decrease of $0.1 million, or 19.6%. The decrease in depreciation and
amortization expense is attributable to the write-down of certain intangible
assets in the fourth quarter of 1998.
Interest expense increased to $0.4 million for the three months ended June 30,
1999 from $0.3 million for the three months ended June 30, 1998, an increase of
$0.1 million, or 15.8%. Interest expense relates primarily to the Company's bank
indebtedness and zero coupon convertible subordinated notes. The increase in
interest expense is primarily due to imputed interest on the zero coupon
convertible subordinated notes, which were issued in June 1998.
Other income decreased to $0.3 million for the three months ended June 30, 1999
from $0.4 million for the three months ended June 30, 1998, a decrease of $0.1
million, or 20.2%. Other income in 1999 consists primarily of foreign exchange
gains realized as the French Franc exchange rate weakened against the U.S.
Dollar while foreign exchange income was not significant in 1998. The decrease
in other income was due to the sale of Eyecare Products, plc., whose equity
income from the Company's investment was included in other income, during 1998.
7
<PAGE>
The Company's effective tax rate for the second quarter of 1999 was 39%. For the
second quarter of 1998, the effective tax rate was 38%.
Net income increased to $0.8 million, or 4.5% of net sales, for the three months
ended June 30, 1999 from $0.6 million, or 4.1% of net sales for the three months
ended June 30, 1998, an increase of $0.2 million, or 34.8%, over the comparable
1998 quarter.
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
Net sales increased to $31.4 million for the six months ended June 30, 1999 from
$24.5 million for the six months ended June 30, 1998, an increase of $6.9
million, or 28.4%. This increase was primarily the result of strong sales of our
Action Sport, Snakes, and Metals collections. In addition, the results for the
period ending June 30, 1998 include our Australian, Canadian, and United Kingdom
operations since their acquisition effective April 1, 1998. Due to seasonality,
Australia contributes less to sales during the first and second quarters.
Gross profit increased to $17.7 million, or 56.2% of net sales, for the six
months ended June 30, 1999 from $13.3 million, or 54.2% of net sales, for the
six months ended June 30, 1998, an increase of $4.4 million, or 33.2%. Gross
profit as a percentage of net sales increased primarily due to a higher
proportion of company-owned distributor sales, as well as a change in the sales
mix to higher margin product.
Sales and marketing expenses increased to $7.3 million, or 23.1% of net sales,
for the six months ended June 30, 1999 from $5.6 million, or 23.0% of net sales
for the six months ended June 30, 1998, an increase of $1.7 million, or 28.8%.
The increase in sales and marketing expenses was the result of the addition of
the Company's Australian, Canadian, and United Kingdom acquisitions and related
increases in selling expenses.
General and administrative expenses increased to $7.7 million, or 24.6% of net
sales, for the six months ended June 30, 1999 from $5.3 million, or 21.5% of net
sales for the six months ended June 30, 1998, an increase of $2.4 million, or
46.5%. The increase in general and administrative expenses was the result of the
addition of the Company's Australian, Canadian, and United Kingdom acquisitions,
as well as increased personnel costs and related expenses, primarily in Europe.
Depreciation and amortization expense decreased to $1.2 million for the six
months ended June 30, 1999 from $1.5 million for the six months ended June 30,
1998, a decrease of $0.3 million, or 20.2%. The decrease in depreciation and
amortization expense is attributable to the write-down of certain intangible
assets in the fourth quarter of 1998.
Interest expense remained relatively constant at $0.8 million for the six months
ended June 30, 1999 and $0.8 million for the six months ended June 30, 1998.
Interest expense relates primarily to the Company's bank indebtedness.
Other income increased to $1.0 million for the six months ended June 30, 1999
from $0.9 million for the six months ended June 30, 1998, a decrease of $0.1
million, or 8.8%. Other income in 1999 consists primarily of foreign exchange
gains realized as the French Franc exchange rate weakened against the U.S.
Dollar. Additionally, other income in 1998 included equity income from the
Company's investment in Eyecare Products, plc., which was sold in the first
quarter of this year.
The Company's effective tax rate for the first half of 1999 was 39%. For the
first half of 1998, the effective tax rate was 38%.
Net income increased to $1.0 million, or 3.2% of net sales, for the six months
ended June 30, 1999 from $0.6 million, or 2.4% of net sales for the six months
ended June 30, 1998, an increase of $0.4 million, or 73.3%, over the comparable
1998 quarter.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities of $1.9 million represents net income in
addition to increases in accounts payable and accrued expenses offset by
increases in inventory and accounts receivable. Depreciation and amortization
for the six months ended June 30, 1999 was $1.2 million compared to $1.5 million
for the six months ended June 30, 1998, reflecting the acquisition of Bolle
Australia offset by the write-down of certain intangible assets in the fourth
quarter of 1998. Proceeds from the sale of assets of $4.9 million consisted
primarily of the proceeds from the sale of the Company's investment in Eyecare
Products, plc. Such proceeds were used to pay down $3.0 million of the term loan
and a portion of the revolver of the Credit Agreement. Capital expenditures for
the six months ended June 30, 1999 were $1.0 million. These expenditures were
primarily attributable to factory improvements and the expansion of the
Company's information technology capabilities. The Company expects that the
Credit Agreement along with cash from operations will be sufficient to meet its
normal operating requirements for the foreseeable future.
IMPORTANT FACTORS RELATING TO FORWARD LOOKING STATEMENTS
Statements contained herein that relate to the Company's future performance,
including, without limitation, statements with respect to the Company's
anticipated results for any portion of 1999, shall be deemed forward looking
statements within the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. A number of factors affecting the Company's
business and operations could cause actual results to differ materially from
those contemplated by the forward looking statements. Those factors include, but
are not limited to, demand and competition for the Company's products, changes
in consumer preferences on fashion trends, and changes in the Company's
relationship with its suppliers and other resources. The forward looking
statements contained in this Quarterly Report on Form 10-Q were prepared by
management and have not been audited by, examined by, compiled by or subject to
agreed-upon procedures by independent accountants, and no third party has
independently verified or reviewed such statements. Readers of this Quarterly
Report on Form 10-Q should consider these facts in evaluating the information
and are cautioned not to place undue reliance on the forward-looking statements
contained herein.
OTHER MATTERS
The Company utilizes software and related technologies throughout its businesses
that may be affected by the Year 2000 problem, which is common to most
corporations. The Company is addressing the effect of the potential Year 2000
problem on all of its critical systems and with all of its critical vendors and
customers. Specifically, critical information systems throughout the Company are
Year 2000 compliant. No extra costs were incurred in obtaining this compliance.
Bolle France is in the process of implementing its first integrated
manufacturing software for which implementation is not yet complete. The system
being implemented in France is Year 2000 compliant, and the Year 2000 issues
will not affect the current processes in place. Through discussions with vendors
and customers, the Company has determined that no critical business areas will
be adversely affected by Year 2000 issues, but continues to work with its
vendors and customers to ensure a smooth transition. Based on the above, no
contingency plan is considered necessary and management believes that any costs
and risks related to Year 2000 compliance will not have a material adverse
impact on the liquidity or financial position of the Company.
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 Australian sunglass market is counter-cyclical in
comparison to the North American and European sunglass markets and typically
experiences higher sunglass sales in the third and fourth quarters. The
Company's goggle business is seasonal in nature with the third quarter having
the highest sales due to the increased demand for goggles prior to the ski
season. This seasonality is partially offset by safety eyewear sales worldwide.
9
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Approximately $9.7 million and $18.5 million of the Company's revenues for the
three and six months ended June 30, 1999, respectively, and $66.2 million of its
total assets including trademarks, goodwill and other intangibles totaling $34.7
million as of June 30, 1999 were denominated in foreign currencies.
Approximately $7.5 million of indebtedness at June 30, 1999 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.
The Company's earnings are affected by changes in short-term interest rates as a
result of its entering into a $28 million credit facility in March 1998. If
market interest rates used for determining the interest rate under the facility
averaged 2% more during the first six months of 1999, the Company's interest
expense, would have increased by approximately $330,000 and $751,000,
respectively, for the three and six months ended June 30, 1999. These amounts
are determined by considering the impact of the hypothetical interest rates on
the Company's borrowing cost. These analyses do not consider the effects of the
reduced level of overall economic activity that could exist in such an
environment. Further, in the event of a change of such magnitude, management
would likely take actions to further mitigate its exposure to the change.
However, due to the uncertainty of the specific actions that would be taken and
their possible effects, the sensitivity analysis assumes no changes in the
Company's financial structure.
Our earnings are affected by fluctuations in the value of the U.S. dollar as
compared to certain foreign currencies. In particular, our earnings are affected
by fluctuations in the French Franc, due to intercompany and bank borrowings
denominated in French Francs and the consolidation of French Franc earnings from
our manufacturing facility. At June 30, 1999, the result of a uniform 10%
strengthening in the value of the dollar relative to the French Franc would have
resulted in a decrease in gross profit of approximately $270,000 for the six
month period ended June 30, 1999. This calculation assumes that each exchange
rate would change in the same direction relative to the U.S. dollar. In addition
to the direct effects of changes in exchange rates, which are a changed dollar
value of the resulting sales, changes in exchange rates also affect the volume
of sales or the foreign currency sales price as competitors' products become
more or less attractive. The Company's sensitivity analysis of the effects of
changes in foreign currency exchange rates does not factor in a potential change
in sales levels or local currency prices.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 24, 1999, the Registrant held its Annual Meeting of Stockholders (the
"Meeting"). At the Meeting, the stockholders were asked (i) to vote on the
election of Directors (ii) to approve the 1999 Employee Stock Purchase Plan, and
(iii) to ratify the selection Ernst & Young LLP as the Company's independent
auditors for the year ended December 31, 1999.
The following directors were elected for a term of one year, by the votes
indicated below:
Martin E. Franklin 5,937,238 104,424
Gary A. Kiedaisch 5,937,835 103,827
Ian G.H. Ashken 5,938,335 103,327
Franck Bolle 5,937,537 104,125
Patricia Bolle Passaquay 5,937,523 104,139
David L. Moore 5,938,835 102,827
David S. Moross 5,938,835 102,827
No shares were voted against any of the candidates.
Ms. Nora A. Bailey, formerly a Director of the Company, retired from the
Company's Board of Directors effective as of the date of the Meeting.
The Company's stockholders approved the 1999 Employee Stock Purchase Plan, with
2,757,273 shares voted for; 122,408 shares voted against; and 4,367 shares
abstaining.
The Company's stockholders also ratified the selection of Ernst & Young LLP with
5,948,302 shares voted for; 90,009 shares voted against; and 3,351 shares
abstaining.
ITEM 6. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
The following exhibits are filed herewith or are incorporated by
reference.
27 Financial Data Schedule (for electronic filing only).
(B) No current reports on Form 8-K were filed during the quarter for which
this Form 10-Q is filed.
11
<PAGE>
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 on the 13th day of August, 1999.
BOLLE INC.
By: /s/ Gary Kiedaisch
Gary A. Kiedaisch
Chief Executive Officer
/s/ Thomas R. Reed
Thomas R. Reed
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed herewith or incorporated by reference:
NUMBER EXHIBIT PAGE NO.
27 Financial Data Schedule (for electronic
Filed electronically herewith, at page
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,017
<SECURITIES> 0
<RECEIVABLES> 16,693
<ALLOWANCES> 1,053
<INVENTORY> 12,593
<CURRENT-ASSETS> 33,946
<PP&E> 7,322
<DEPRECIATION> 2,310
<TOTAL-ASSETS> 75,835
<CURRENT-LIABILITIES> 30,495
<BONDS> 0
21,103
0
<COMMON> 69
<OTHER-SE> 864
<TOTAL-LIABILITY-AND-EQUITY> 75,835
<SALES> 31,416
<TOTAL-REVENUES> 32,416
<CGS> 13,756
<TOTAL-COSTS> 27,744
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 811
<INCOME-PRETAX> 1,662
<INCOME-TAX> 647
<INCOME-CONTINUING> 1,021
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,021
<EPS-BASIC> .09
<EPS-DILUTED> 0
</TABLE>
