<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 MARCH 31, 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 May 13, 1999
Page 1 of 10.
Exhibit Index Appears at page 10.
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
BOLLE INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---- ----
<S> <C> <C>
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 1,879 $ 1,194
Trade receivables, net 13,530 15,238
Inventories 11,810 11,210
Investment held for resale 4,922
Other current assets 3,739 3,676
-------------- --------------
Total current assets 30,958 36,240
Property and equipment, net 5,006 5,129
Trademarks, net 31,369 34,208
Goodwill and other intangibles, net 5,355 5,245
Other assets 1,414 1,424
============== ==============
Total assets $74,102 $ 82,246
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Short term debt and current portion of long term debt $13,763 $ 18,955
Accounts payable 6,612 5,851
Accrued expenses 6,990 7,455
-------------- --------------
Total current liabilities 27,365 32,261
Long-term debt, net of current portion 2,962 3,407
Zero coupon convertible subordinated notes 7,000 7,000
Deferred tax liabilities 11,123 13,028
Other 3,693 3,063
-------------- --------------
Total liabilities 52,143 58,759
-------------- --------------
Minority interests 67 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 9,859 9,669
$0.01; 10 shares authorized, issued and outstanding
Stockholders' equity:
Common stock - par value $.01; 20,000 shares authorized;
6,895 and 6,893 shares issued and outstanding 69 69
Additional paid-in capital 38,355 38,539
Cumulative translation adjustment (61)
1,731
Prior years' accumulated deficit (37,646) (37,646)
Current year earnings 261
-------------- --------------
Total stockholders' equity 978 2,693
-------------- --------------
Total liabilities and stockholders' equity $ 74,102 $ 82,246
============== ==============
</TABLE>
2
See accompanying notes to financial statements.
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BOLLE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
For three months ended
March 31,
--------------------------
1999 1998
----------- -----------
REVENUES
Net sales $ 14,664 $ 10,728
COSTS AND EXPENSES
Cost of sales 6,778 5,288
Sales and marketing expenses 3,283 2,389
General and administrative expenses 3,807 2,348
Depreciation and amortization 600 693
Interest expense 451 484
Other income (677) (515)
----------- -----------
Total costs and expenses 14,242 10,687
----------- -----------
Income before taxes 422 41
Provision for income taxes 164 16
Minority interests (3)
----------- -----------
Net income 261 25
Preferred dividends 192 29
----------- -----------
Net income (loss) attributable to common stock $ 69 $ (4)
=========== ===========
Comprehensive income $ (1,024) $ (1,171)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 6,894 6,150
Diluted 7,119 6,150
EARNINGS (LOSS) PER SHARE
Basic $ 0.01 $(0.00)
Diluted $ 0.01 $(0.00)
3
See accompanying notes to financial statements.
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BOLLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the three months
ended
March 31,
---------------------------
1999 1998
----------- ------------
Net cash provided by operating activities $ 1,782 $ 2,018
----------- ------------
Cash flows from investing activities:
Non-compete agreement and intangible assets (25) (25)
Capital expenditures (517) (78)
Proceeds from sale of assets 4,928
----------- ------------
Net cash used (provided) by investing
activities 4,386 (103)
----------- ------------
Cash flows from financing activities:
Payments on revolving credit line (2,250) (1,982)
Payments on long term obligations (152) 102
Proceeds from short term debt 555
Payments on long term debt (3,105)
Net proceeds from issuance of common stock 6
----------- ------------
Net cash used by financing activities (4,946) (1,880)
----------- ------------
Effect of change in exchange rates on cash (536) (29)
----------- ------------
Net increase in cash and cash equivalents 686 6
Cash and cash equivalents at beginning of period 1,193 1,204
----------- ------------
Cash and cash equivalents at end of period $ 1,879 $ 1,210
=========== ============
4
See accompanying notes to financial statements.
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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 month periods ended March 31,
1999 and 1998 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 sells Bolle branded sunglasses,
goggles and safety and tactical eyewear. Products are manufactured by Bolle
France in Oyonnax, France and through subcontractors. The Company's products are
sold to outside distributors throughout the world and through its 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 is
the same as described in the summary of significant accounting policies.
Intersegment sales and transfers are recorded at cost.
Information about the Company's reportable segments for the year ended March 31,
1999 is summarized in the following table.
Three months ended March 31, 1999
<TABLE>
<CAPTION>
Elimination
North Australia of Consolidated
America Europe & Hong Intersegment Total
Kong Transactions
----------- ----------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Revenues from external $ 6,151 $ 6,290 $2,223 $ 14,664
customers
Intersegment revenues 89 3,759 3 $ (3,851)
Segment profit (loss) (87) 528 (19) 422
Segment assets 10,646 54,562 8,894 74,102
</TABLE>
<TABLE>
<CAPTION>
Three Months ended March 31, 1998
Elimination of
North Intersegment Consolidated
America Europe Transactions Total
----------- ----------- --------------------------------
<S> <C> <C> <C> <C>
Revenues from external $4,213 $6,515 $10,728
customers
Intersegment revenues 1,315 $ (1,315)
Segment profit (loss) 124 (83) 41
Segment assets 26,965 79,864 106,829
</TABLE>
5
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Net sales to unaffiliated 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 profit (loss) before income taxes consists
of total net sales less operating expenses, interest, and other income.
Identifiable assets of geographic areas are those assets used in the Company's
operations in each area.
For the three months ended March 31, 1999 and 1998, no single customer
contributed more than 10% of the Company's net sales.
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
QUARTER ENDED MARCH 31, 1999 COMPARED TO QUARTER ENDED MARCH 31, 1998
Net sales of $14.7 million for the quarter ended March 31, 1999 increased from
$10.7 million for the comparable period in 1998. The results from prior year's
quarterly period do not include the 1998 Australia acquisition; however, due to
seasonality, Australia contributes less to sales during the first and second
quarters. Including the results of Bolle Australia as if the acquisition had
ocurred as of January 1, 1998, net sales increased 20% on a pro forma basis. The
sales increase reflects more successful sales efforts and increased demand for
Bolle(R) branded products.
Gross profit of $7.9 million or 54% for the quarter ended March 31, 1999
increased from $5.4 million or 51% for the quarter ended March 31, 1998. This
increase in gross margin reflects a higher mix of distributor sales and improved
manufacturing margins this year.
Sales and marketing expenses for the quarters ended March 31, 1999 and 1998 were
$3.3 million and $2.4 million, respectively. General and administrative expenses
of $3.8 million for the quarter ended March 31, 1999 increased from $2.3 million
for the quarter ended March 31, 1998. Such expenses represent a decrease from
the last two quarters of 1998 as a result of cost savings achieved.
Interest expense of $.5 million for the quarters ended March 31, 1999 and 1998
reflects interest primarily on the Company's bank indebtedness. The Company's
average borrowing interest rates have not changed significantly on a
year-on-year basis.
For the quarter ended March 31, 1999, other income consists primarily of foreign
exchange gains realized as the French Franc exchange rate increased
significantly against the U.S. Dollar during the quarter and continues to be
quite volatile. For the quarter ended March 31, 1998, other income consisted
primarily of equity income from the company's investment in Eyecare Products,
plc., which was sold during the first quarter of this year.
The company's effective tax rate for the first quarter of 1999 was 39% and the
provision for income taxes consists of foreign taxes only. For the first quarter
of 1998, the effective tax rate was also 39%.
6
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LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations of $1.8 million represents net income in
addition to decreases in accounts receivable and offset by increases in
inventory. Depreciation and amortization for the three months ended March 31,
1999 was $600,000 compared to $693,000 for three months ended March 31, 1998,
reflecting the acquisitions 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 short term portion of the outstanding term loan and
a portion of the revolver of the Credit Agreement. Capital expenditures of
$517,000 represent an increase of $439,000 from the same period of 1998.
Management believes that the Credit Agreement along with cash from operations
will be sufficient to fund the Company's cash operating and investing activities
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, delays in anticipated store openings,
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 Company's goggle business is seasonal in nature with the
fourth 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 and Australian sales of all Bolle(R) products.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Approximately $8.8 million of the Company's revenues for the quarter ended March
31, 1999 and $65.1 million of its total assets including trademarks, goodwill
and other intangibles totaling $35.9 million as of March 31, 1999 were
7
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denominated in foreign currencies. Approximately $8.1 million of indebtedness at
March 31, 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 on
its bank indebtedness. If market interest rates used for determining the
interest rate under the facility averaged 2% more during the first quarter of
1999, the Company's interest expense, would have increased by approximately
$422,000. 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.
The Company's earnings are affected by fluctuations in the value of the U.S.
Dollar as compared to foreign currencies, predominately the French Franc, as a
result of intercompany borrowings and French Franc borrowings under the
Company's credit facility. At March 31, 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 $359,000 for the quarter
ended March 31, 1999. 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.
PART II. OTHER INFORMATION
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.
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 on the 13th day of May, 1999.
BOLLE INC.
By: /s/ Gary A. Kiedaisch
-------------------------------
Gary A. Kiedaisch
Chief Executive Officer
/s/ Thomas Reed
-------------------------------
Thomas Reed
Chief Financial Officer
9
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EXHIBIT INDEX
The following Exhibits are filed herewith or incorporated by reference:
NUMBER EXHIBIT PAGE NO.
------ ------- --------
27 Financial Data Schedule (for Filed electronically herewith,
electronic filing only). at page 12.
10
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<PAGE>
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<CIK> 0001049588
<NAME> BOLLE INC
<MULTIPLIER> 1,000
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 1,879
<SECURITIES> 0
<RECEIVABLES> 14,552
<ALLOWANCES> 1,022
<INVENTORY> 11,810
<CURRENT-ASSETS> 30,958
<PP&E> 7,231
<DEPRECIATION> 2,225
<TOTAL-ASSETS> 74,102
<CURRENT-LIABILITIES> 27,365
<BONDS> 0
20,914
0
<COMMON> 69
<OTHER-SE> 909
<TOTAL-LIABILITY-AND-EQUITY> 74,102
<SALES> 14,664
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<CGS> 6,778
<TOTAL-COSTS> 13,791
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<INTEREST-EXPENSE> 451
<INCOME-PRETAX> 422
<INCOME-TAX> 164
<INCOME-CONTINUING> 261
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