<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 SEPTEMBER 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 - 7,085,941 Shares as of November 12, 1999
- ------------------------------------------------------------------------
Page 1 of 10
Exhibit Index Appears at page 10
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. CONDENSED FINANCIAL STATEMENTS
- ------- ------------------------------
BOLLE INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,080 $ 1,194
Trade receivables, net 14,043 15,238
Inventories 13,121 11,210
Investments held for resale 4,922
Other current assets 3,360 3,676
------------ -----------
Total current assets 32,604 36,240
Property and equipment, net 5,470 5,129
Trademarks, net 30,721 34,208
Goodwill and other intangibles, net 5,390 5,245
Other assets 1,310 1,424
------------ -----------
Total assets $75,495 $ 82,246
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short term debt and current portion of long term debt $15,457 $ 18,955
Accounts payable 6,089 5,851
Accrued expenses 8,269 7,455
------------ -----------
Total current liabilities 29,815 32,261
Long-term debt, net of current portion 2,365 3,407
Zero coupon convertible subordinated notes 7,000 7,000
Deferred tax liabilities 11,792 13,028
Other 1,420 3,063
------------ -----------
Total liabilities 52,392 58,759
------------ -----------
Minority interests 76 70
Mandatorily redeemable Series A Preferred Stock--
redemption value $11,055; par value $0.01; 64 shares
authorized, issued and outstanding 11,055 11,055
Mandatorily redeemable Series B Preferred Stock plus
accrued interest--redemption value $9,625; par value
$0.01; 10 shares authorized, issued and outstanding 10,238 9,669
Stockholders' equity:
Common stock - par value $.01; 30,000 shares authorized;
6,895 shares issued and outstanding 69 69
Additional paid-in capital 37,976 38,539
Accumulated comprehensive income (loss) (55) 1,731
Prior years' accumulated deficit (37,646) (37,646)
Current year earnings 1,390
------------ -----------
Total stockholders' equity 1,734 2,693
------------ -----------
Total liabilities and stockholders' equity $ 75,495 $ 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 Nine months ended
September 30, September 30,
------------------------ ----------------------
1999 1998 1999 1998
-------- -------- ------- --------
<S> <C> <C> <C> <C>
REVENUES
Net sales $ 14,887 $ 13,733 $46,303 $ 38,209
COSTS AND EXPENSES
Cost of sales 6,070 6,283 19,826 17,501
Sales and marketing expenses 3,273 3,213 10,538 8,840
General and administrative expenses 3,820 3,611 11,543 8,898
Depreciation and amortization 638 661 1,837 2,162
Interest expense 406 301 1,217 1,096
Other (income) expense 62 (352) (938) (1,271)
-------- -------- ------- --------
Total costs and expenses 14,269 13,717 44,023 37,226
-------- -------- ------- --------
Income before taxes 618 16 2,280 983
Provision for income taxes 241 6 888 373
Minority interests 7 22 1 32
-------- -------- ------- --------
Net income (loss) 370 (12) 1,391 578
Preferred dividends 191 142 574 313
-------- -------- ------- --------
Net income (loss) attributable to common stock $ 179 $ (154) $ 817 $ 265
======== ======== ======= ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 6,895 6,892 6,895 6,596
Diluted 7,134 6,892 7,127 6,835
EARNINGS PER SHARE:
Basic $ 0.03 $ (0.02) $ 0.12 $ 0.04
Diluted $ 0.03 $ (0.02) $ 0.11 $ 0.04
</TABLE>
3
See accompanying notes to condensed financial statements.
<PAGE>
BOLLE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
------------------------
1999 1998
-------- --------
<S> <C> <C>
Net cash provided (used) by operating
activities $ 3,442 $ (1,000)
-------- --------
Cash flows from investing activities:
Non compete agreement and intangible assets (75) (431)
Capital expenditures (1,708) (1,064)
Proceeds from sale of investments and other assets 4,960 5,620
Cash paid for acquisitions, net of cash acquired (3,620)
-------- --------
Net cash provided by investing activities 3,177 505
-------- --------
Cash flows from financing activities:
Proceeds from revolving credit line 50 3,403
Payment on long term obligations (5,140) (6,692)
Proceeds from issuance of zero coupon convertible
subordinated notes 7,000
Payments on short term obligations (62) (1,818)
Net proceeds from issuance of common stock 6
-------- --------
Net cash provided (used) by financing (5,146) 1,893
-------- --------
Effect of change in exchange rate on cash (587) 225
-------- --------
Net increase in cash and cash equivalents 886 1,623
Cash and cash equivalents at beginning of period 1,194 1,204
-------- --------
Cash and cash equivalents at end of period $ 2,080 $ 2,827
======== ========
</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 nine month periods ended
September 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 operations 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. 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
September 30, 1999 and 1998 is summarized in the following table. The amounts
presented include Australia and Hong Kong from April 1, 1998. The amounts
presented for North America consist predominately of the United States. The
amounts presented for Europe are predominantly France.
Three months ended September 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 $ 6,130 $5,553 $3,204 $ 14,887
Intersegment revenues 84 3,871 1 $ (3,956)
Segment profit (loss) 965 (432) 85 618
Segment assets 34,882 30,737 9,876 75,495
</TABLE>
5
<PAGE>
Three Months ended September 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 $ 5,681 $5,233 $2,819 $ 13,733
Intersegment revenues 4,365 147 $ (4,512)
Segment profit (loss) (154) (27) 197 16
Segment assets 44,529 66,953 8,891 120,373
</TABLE>
Nine Months ended September 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 $ 19,854 $ 18,939 $7,510 $ 46,303
Intersegment revenues 271 12,724 21 $ (13,016)
Segment profit (loss) 1,147 1,050 83 2,280
Segment assets 34,882 30,737 9,876 75,495
</TABLE>
Nine Months ended September 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 $ 15,987 $ 17,331 $4,891 $ 38,209
Intersegment revenues 8,741 392 $ (9,133)
Segment profit (loss) 728 (33) 288 983
Segment assets 44,529 66,953 8,891 120,373
</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 nine month periods ended September 30, 1999 and 1998, no
single customer contributed more than 10% of the Company's net sales.
6
<PAGE>
NOTE 3--COMPREHENSIVE INCOME OR LOSS
Comprehensive income or loss relates to foreign exchange rate translation
differences. The following table represents comprehensive income (loss) for the
three and nine months ended September 30, 1999 and 1998:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
------------------------------------------
<S> <C> <C> <C> <C>
Comprehensive income (loss) $ 992 $ 3,034 $ (395) $ 2,661
==========================================
</TABLE>
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 SEPTEMBER 30, 1999 AND 1998
Net sales increased to $14.9 million for the three months ended September 30,
1999 from $13.7 million for the three months ended September 30, 1998, an
increase of $1.2 million, or 8.4%. This increase was primarily the result of
strong sales of our Action Sport and Competivision sunglass collections.
Gross profit increased to $8.8 million, or 59.2% of net sales, for the three
months ended September 30, 1999 from $7.4 million, or 54.2% of net sales, for
the three months ended September 30, 1998, an increase of $1.4 million, or
18.3%. 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 $3.3 million, or 22.0% of net sales,
for the three months ended September 30, 1999 from $3.2 million, or 23.4% of net
sales for the three months ended September 30, 1998, an increase of $0.1
million, or 1.9%. The increase in sales and marketing expenses was the result of
increases in variable expenses such as commissions.
General and administrative expenses increased to $3.8 million, or 25.7% of net
sales, for the three months ended September 30, 1999 from $3.6 million, or 26.3%
of net sales for the three months ended September 30, 1998, an increase of $0.2
million, or 5.8%. The increase in general and administrative expenses was the
result of increased personnel costs and related expenses, primarily in Europe.
7
<PAGE>
Depreciation and amortization expense decreased to $0.6 million for the three
months ended September 30, 1999 from $0.7 million for the three months ended
September 30, 1998. 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 September
30, 1999 from $0.3 million for the three months ended September 30, 1998, an
increase of $0.1 million. 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 September 1998.
Other expense was $0.1 million for the three months ended September 30, 1999
compared to other income of $0.4 million for the three months ended September
30, 1998. Other expense in 1999 is due primarily to foreign exchange movements.
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, as well as a weakening of the U.S. dollar in comparison to the
French Franc during the third quarter.
The Company's effective tax rate for the third quarter of 1999 was 39%. For the
third quarter of 1998, the effective tax rate was 38%.
Net income (loss) increased to $0.4 million, or 2.5% of net sales, for the three
months ended September 30, 1999 from a loss of (0.1%) of net sales for the three
months ended September 30, 1998, resulting in earnings per share of $0.03
compared to a loss of ($0.02) in the prior year.
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
Net sales increased to $46.3 million for the nine months ended September 30,
1999 from $38.2 million for the nine months ended September 30, 1998, an
increase of $8.1 million, or 21.2%. This increase was primarily the result of
strong sales of our Action Sport and Competivision sunglass collections, as well
as increased goggle sales. In addition, the results for the period ending
September 30, 1998 include our Australian, Canadian, and United Kingdom
operations since their acquisition effective April 1, 1998.
Gross profit increased to $26.5 million, or 57.2% of net sales, for the nine
months ended September 30, 1999 from $20.7 million, or 54.2% of net sales, for
the nine months ended September 30, 1998, an increase of $5.8 million, or 27.9%.
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 $10.5 million, or 22.8% of net sales,
for the nine months ended September 30, 1999 from $8.8 million, or 23.1% of net
sales for the nine months ended September 30, 1998, an increase of $1.7 million.
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, as well as increases in variable expenses such as
commissions.
General and administrative expenses increased to $11.5 million, or 24.9% of net
sales, for the nine months ended September 30, 1999 from $8.9 million, or 23.3%
of net sales for the nine months ended September 30, 1998, an increase of $2.6
million. 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 $1.8 million for the nine
months ended September 30, 1999 from $2.2 million for the nine months ended
September 30, 1998, a decrease of $0.3 million. 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 consistent at $1.2 million for the nine
months ended September 30, 1999 and $1.1 million for the nine months ended
September 30, 1998. Interest expense relates primarily to the Company's
8
<PAGE>
bank indebtedness and zero coupon convertible subordinated notes. The increase
is primarily due to imputed interest on the zero coupon convertible subordinated
notes, which were issued in September 1998.
Other income decreased to $0.9 million for the nine months ended September 30,
1999 from $1.3 million for the nine months ended September 30, 1998, a decrease
of $0.3 million. Other income in 1999 is due primarily to foreign exchange
movements. 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 $1.4 million, or 3.0% of net sales, for the nine months
ended September 30, 1999 from $0.6 million, or 1.5% of net sales for the nine
months ended September 30, 1998, an increase of $0.8 million, or 140.5%, over
the comparable 1998 period. , resulting in earnings per share of $0.12 compared
to $0.04 in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities of $3.4 million represents net income in
addition to increases in accounts payable and accrued expenses as well as
decreases in accounts receivable and prepaids, offset by an increase in
inventory. Depreciation and amortization for the nine months ended September 30,
1999 was $1.8 million compared to $2.2 million for the nine months ended
September 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 $5.0 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 a portion of the term loan and a portion of the Bank of
America credit facility. Capital expenditures for the nine months ended
September 30, 1999 were $1.7 million. These expenditures were primarily
attributable to factory improvements and the expansion of the Company's
information technology capabilities.
As of September 30, 1999, $17.5 million was outstanding under our credit
agreement with Bank of America. Management believes that the credit agreement
along with cash from operations will be sufficient to meet our normal operating
requirements for the next year and that our access to equity and debt capital
will be sufficient to meet any excess long-term cash requirements.
Bolle is scheduled to repay its Series A and Series B preferred stock with
accrued dividends on or before July 10, 2000 subject to lending bank approval
and other conditions. If such repayments are not made, the holders of the
preferred stock may request that the board of directors consider a sale of Bolle
in order to satisfy these requirements.
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.
9
<PAGE>
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 our 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 our third and fourth quarters. The
Company's goggle business is seasonal in nature with our 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Approximately $9.2 million and $27.8 million of the Company's revenues for the
three and nine months ended September 30, 1999, respectively, and $64.4 million
of its total assets including trademarks, goodwill and other intangibles
totaling $35.4 million as of September 30, 1999 were denominated in foreign
currencies. Approximately $7.5 million of indebtedness at September 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 10% more during the first nine months of 1999, the Company's interest
expense, would have increased by approximately $132,000 and $377,000
respectively, for the three and nine months ended September 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.
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 September 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 $1,250,000 for the nine
month period ended September 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. OTHER INFORMATION
- ------- -----------------
On November 15, 1999, the Company issued a press release announcing that it
had engaged Banc of America Securities to advise the Company's Board of
Directors on strategic alternatives and that the Company had signed a
non-binding letter of intent with a private company which had offered $5.25 per
share in cash to acquire the Company. The press release also announced the
resignation of Gary Kiedaisch, effective November 30, 1999, from his position as
the Company's President and Chief Executive Officer. A copy of this press
release is filed herewith as Exhibit 99.1.
ITEM 5. 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).
99.1 Press Release dated November 15, 1999.
(B) No current reports on Form 8-K were filed during the quarter for which
this Form 10-Q is filed.
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 15th day of November, 1999.
BOLLE INC.
By: /s/ Gary A. Kiedaisch
--------------------------
Gary A. Kiedaisch
Chief Executive Officer
/s/ Thomas R. Reed
---------------------------
Thomas R. Reed
Chief Financial Officer
11
<PAGE>
EXHIBIT INDEX
-------------
The following Exhibits are filed herewith or incorporated by reference:
<TABLE>
<CAPTION>
NUMBER EXHIBIT PAGE NO.
------ ------- --------
<S> <C> <C>
27 Financial Data Schedule (for Filed electronically herewith,
electronic filing only). at page 12.
99.1 Press Release dated November 15,
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,080
<SECURITIES> 0
<RECEIVABLES> 15,133
<ALLOWANCES> 1,090
<INVENTORY> 13,121
<CURRENT-ASSETS> 32,604
<PP&E> 8,172
<DEPRECIATION> 2,702
<TOTAL-ASSETS> 75,495
<CURRENT-LIABILITIES> 29,815
<BONDS> 0
21,293
0
<COMMON> 69
<OTHER-SE> 1,665
<TOTAL-LIABILITY-AND-EQUITY> 75,495
<SALES> 46,303
<TOTAL-REVENUES> 47,241
<CGS> 19,826
<TOTAL-COSTS> 40,969
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,217
<INCOME-PRETAX> 2,280
<INCOME-TAX> 888
<INCOME-CONTINUING> 1,391
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,391
<EPS-BASIC> 0.12
<EPS-DILUTED> 0.11
</TABLE>
<PAGE>
FOR: Bolle Inc.
APPROVED BY: Martin Franklin
Chairman of the Board
Ian Ashken
Vice Chairman
914-967-9400
FOR IMMEDIATE RELEASE CONTACT: Investor Relations:
Shannon Moody/Natasha Boyden
Press: David Nugent
Morgen-Walke Associates
212-850-5600
BOLLE INC. RETAINS FINANCIAL ADVISOR
TO REVIEW STRATEGIC ALTERNATIVES AND ANNOUNCES MANAGEMENT CHANGES
DENVER, Colorado - November 15, 1999--Bolle Inc. (Amex: BLE), one of the
world's leading eyewear brands, today announced that it has engaged Banc of
America Securities to advise its Board of Directors on strategic alternatives.
Martin E. Franklin, Chairman of Bolle Inc. commented, "While Bolle's
operating performance has improved significantly over the last several quarters,
our stock price has not reflected these accomplishments. Therefore, we felt it
necessary to retain Banc of America Securities to advise the Board on a number
of strategic alternatives. We have signed a non-binding letter of intent with a
private company who has offered $5.25 per share in cash to acquire Bolle Inc. We
anticipate that by the end of the month this will become a definitive agreement,
which would be subject to various conditions including financing, or that we
will be free to pursue other strategic alternatives at that time. Importantly,
management will continue to focus on operating the business and building the
Bolle brand worldwide, as we conclude our review of the various options."
Additionally, the Company announced that Gary Kiedaisch has tendered his
resignation as President and Chief Executive Officer of Bolle Inc., effective
November 30th, 1999, to become President and Chief Executive Officer of Bauer
Nike Hockey, Inc. Upon Mr. Kiedaisch's departure, the Office of the Chairman
will assume all CEO responsibilities on an interim basis, while current
~ more ~
<PAGE>
Page:2
BOLLE INC. RETAINS FINANCIAL ADVISOR
TO REVIEW STRATEGIC ALTERNATIVES AND ANNOUNCES
MANAGEMENT CHANGES
senior management will continue to operate the business on a day-to-day basis.
Mr. Kiedaisch will continue to serve on Bolle Inc.'s Board of Directors.
Mr. Franklin concluded, "During his tenure as Chief Executive Officer and
President, Gary has been instrumental in implementing a strategic growth plan
that has positioned the Bolle brand at the forefront of active lifestyle
eyewear. Equally important has been Gary's ability to select, develop and lead
an outstanding team of senior management. He leaves the Company in a very solid
position, both financially and managerially. We thank him for his dedication
over the years and wish him well in his new position."
Bolle Inc. (Amex: BLE), is a vertically integrated designer, manufacturer
and marketer of Bolle(R) branded eyewear, including Bolle(R) premium sunglasses,
goggles, and tactical and safety eyewear. Bolle is also the exclusive North
American distributor of the Reusch line of winter gloves for sports.
Forward-looking statements (statements which are not historical facts) in this
release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Bolle Inc.'s actual results could
differ materially from those expressed or indicated by forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, changes in fashion trends, risks relating to the retail
industry, use of contract manufacturing and foreign sourcing, import
restrictions, competition, seasonality and other factors. Investors are
cautioned that all forward-looking statements involve risks and uncertainties,
including those risks and uncertainties detailed in the Company's filings with
the Securities and Exchange Commission.
# # #
