SAUCONY INC
10-Q, 1999-05-17
RUBBER & PLASTICS FOOTWEAR
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
           {X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended April 2, 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 000-05083

                                  SAUCONY, INC.
             (Exact name of registrant as specified in its charter)


      Massachusetts                                      04-1465840
(State or other jurisdiction of           I.R.S. employer identification number)
 incorporation or organization)


                     13 Centennial Drive, Peabody, MA 01960
                    (Address of principal executive offices)

                               978-532-9000
           (Registrant's telephone number (including area code)


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 [ ]


                  Class                        Outstanding as of May 7, 1999

Class A Common Stock-$.33 1/3 Par Value                        2,679,027
Class B Common Stock-$.33 1/3 Par Value                        3,550,205
                                                               ---------
                                                               6,229,232






                         SAUCONY, INC. AND SUBSIDIARIES


                                      INDEX



Part I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

     Condensed Consolidated Balance Sheets as of April 2, 1999
         and January 1, 1999                                 

     Condensed Consolidated Statements of Income for the
         thirteen weeks ended April 2, 1999 and April 3, 1998  

     Condensed Consolidated Statements of Stockholders' Equity for
         the thirteen weeks ended April 2, 1999 and April 3, 1998   

     Condensed Consolidated Statements of Cash Flows for the
         thirteen weeks ended April 2, 1999 and April 3, 1998                

     Notes to Condensed Consolidated Financial Statements --
         April 2, 1999                                        

Item 2.  Management's Discussion and Analysis of Financial
   Condition and Results of Operations          

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Part II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K              

Signature                  


<PAGE>


<TABLE>
PART I.  FINANCIAL INFORMATION

                         SAUCONY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

<CAPTION>
                                   (Unaudited)
                             (Amounts in thousands)

                                     ASSETS
                                                                                 April 2,         January 1,
                                                                                   1999              1999
<S>                                                                             <C>              <C>       
Current assets:
   Cash and cash equivalents                                                    $   1,598        $    5,495
   Marketable securities                                                              187               179
   Accounts receivable                                                             33,585            19,473
   Inventories                                                                     28,319            31,072
   Prepaid expenses and other current assets                                        3,540             2,923
                                                                                ---------        ----------
     Total current assets                                                          67,229            59,142
                                                                                ---------        ----------

Property, plant and equipment, net                                                  8,162             8,123
                                                                                ---------        ----------
Other assets                                                                        2,445             2,614
                                                                                ---------        ----------
Total assets                                                                    $  77,836        $   69,879
                                                                                =========        ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable                                                                $  11,678        $    7,568
   Current maturities of long-term debt                                               360               324
   Accounts payable                                                                 3,983             6,244
   Accrued expenses and other current liabilities                                   7,670             4,704
                                                                                ---------        ----------
     Total current liabilities                                                     23,691            18,840
                                                                                ---------        ----------

Long-term obligations:
   Long-term debt                                                                     516               559
   Deferred income taxes                                                            1,813             1,851
   Other long-term obligations                                                        161               157
                                                                                ---------        ----------
     Total long-term obligations                                                    2,490             2,567
                                                                                ---------        ----------

Minority interest in consolidated subsidiaries                                        255               222
                                                                                ---------        ----------

Stockholders' equity:
   Common stock, $.33 1/3 par value                                                 2,178             2,178
   Additional paid in capital                                                      15,923            15,921
   Retained earnings                                                               35,693            32,360
   Accumulated translation                                                           (714)             (528)
                                                                                ----------       -----------
     Total                                                                         53,080            49,931

Less:         Common stock held in treasury, at cost                               (1,665)           (1,665)
              Unearned compensation                                                   (15)              (16)
                                                                                ----------       -----------
                                                                                   51,400            48,250
                                                                                ---------        ----------

Total liabilities and stockholders' equity                                      $  77,836        $   69,879
                                                                                =========        ==========


            See notes to condensed consolidated financial statements

</TABLE>

<TABLE>

                         SAUCONY, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          FOR THE THIRTEEN WEEKS ENDED APRIL 2, 1999 AND APRIL 3, 1998

<CAPTION>
                                   (Unaudited)
                  (Amounts in thousands, except per share data)

                                                                              Thirteen Weeks    Thirteen Weeks
                                                                                   Ended             Ended
                                                                               April 2, 1999     April 3, 1998

<S>                                                                             <C>              <C>       
Net sales                                                                       $  42,406        $   29,624
Other revenue                                                                         208                42
                                                                                ---------        ----------
Total revenue                                                                      42,614            29,666
                                                                                ---------        ----------

Costs and expenses
   Cost of sales                                                                   26,985            19,651
   Selling expenses                                                                 5,433             4,423
   General and administrative expenses                                              4,308             3,510
                                                                                ---------        ----------
     Total costs and expenses                                                      36,726            27,584
                                                                                ---------        ----------

Operating income                                                                    5,888             2,082

Non-operating income (expense)
   Interest, net                                                                     (146)             (210)
   Foreign currency                                                                    26               (11)
   Other                                                                               24                34
                                                                                ---------        ----------

Income before income taxes and minority interest                                    5,792             1,895

Provision for income taxes                                                          2,430               898

Minority interest in income of consolidated subsidiaries                               29                23
                                                                                ---------        ----------

Net income                                                                      $   3,333        $      974
                                                                                =========        ==========

Per share amounts:

Earnings per common share - basic                                               $    0.54        $     0.16
                                                                                =========        ==========
Earnings per common share - diluted:                                            $    0.52        $     0.16
                                                                                =========        ==========

Weighted average common shares and
   equivalents outstanding                                                          6,363             6,293
                                                                                =========        ==========

Cash dividends per share of common stock                                                0                 0
                                                                                =========        ==========

            See notes to condensed consolidated financial statements

</TABLE>

<PAGE>



<TABLE>


                         SAUCONY, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            FOR THE THIRTEEN WEEKS ENDED APRIL 2, 1999 AND APRIL 3, 1998

<CAPTION>
                    (Amounts in thousands, except share data)


                                                     Common Stock                Paid-in         Retained
                                               Class A         Class B           Capital         Earnings

<S>                                          <C>              <C>               <C>              <C>      
Balance, January 2, 1998                     $    902         $  1,248          $ 15,652         $  28,781

Amortization of unearned compensation              --               --                --                --
Net income                                         --               --                --               974
Foreign currency translation adjustments           --               --                --                --
                                             --------         --------          --------         ---------

Balance, April 3, 1998                       $    902         $  1,248          $ 15,652         $  29,755
                                             ========         ========          ========         =========


Balance, January 1, 1999                     $    902         $  1,276          $ 15,921         $  32,360

Issuance of common stock, option exercise          --               --                 2                --
Amortization of unearned compensation              --               --                --                --
Net income                                         --               --                --             3,333
Foreign currency translation adjustments           --               --                --                --
                                             --------         --------          --------         ---------

Balance, April 2, 1999                       $    902         $  1,276          $ 15,923         $  35,693
                                             ========         ========          ========         =========

<CAPTION>


                                                                                        Total
                                             Treasury Stock           Unearned       Accumulated    Stockholders'
                                          Shares        Amount      Compensation     Translation       Equity

<S>                                      <C>         <C>              <C>            <C>            <C>      
Balance, January 2, 1998                  198,400     $ (1,054)        $  (40)        $  (417)       $  45,072

Amortization of unearned compensation          --           --              8              --                8
Net income                                     --           --             --              --              974
Foreign currency translation adjustments       --           --             --             (32)             (32)
                                         --------     --------         ------         --------       ----------

Balance, April 3, 1998                    198,400     $ (1,054)        $  (32)        $  (449)       $  46,022
                                         ========     =========        =======        ========       =========


Balance, January 1, 1999                  305,400     $ (1,665)        $  (16)        $  (528)       $  48,250

Issuance of common stock, option exercise      --           --             --              --                2
Amortization of unearned compensation          --           --              1              --                1
Net income                                     --           --             --              --            3,333
Foreign currency translation adjustments       --           --             --            (186)            (186)
                                         --------     --------         ------         --------       ----------

Balance, April 2, 1999                    305,400     $ (1,665)        $  (15)        $  (714)       $  51,400
                                         ========     =========        =======        ========       =========


            See notes to condensed consolidated financial statements

</TABLE>



<PAGE>

<TABLE>


                         SAUCONY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE THIRTEEN WEEKS ENDED APRIL 2, 1999 AND APRIL 3, 1998

<CAPTION>
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                 (in thousands)

                                   (Unaudited)

                                                                                April 2,         April 3,
                                                                                  1999             1998
<S>                                                                             <C>              <C> 
Cash flows from operating activities:
     
   Net income                                                                   $  3,333         $     974
                                                                                --------         ---------
   Adjustments to reconcile net income to net cash provided  (used) by operating
    activities:
     Depreciation and amortization                                                   462               413
     Provision for bad debts and discounts                                         2,146             1,814
     Deferred income tax benefit                                                    (617)             (490)
     Other                                                                            33               104

   Changes in  operating  assets and  liabilities,  net effect of  acquisitions,
     dispositions and foreign currency adjustments:
       Decrease (increase) in assets:
         Marketable securities                                                        (8)              (25)
         Accounts receivable                                                     (16,268)          (10,565)
         Inventories                                                               2,377               604
         Prepaid expenses and other current assets                                    24              (351)
       Increase (decrease) in liabilities:
         Accounts payable                                                         (2,170)             (345)
         Accrued expenses                                                          2,951             2,047
                                                                                --------         ---------

   Total adjustments                                                             (11,070)           (6,794)
                                                                                ---------        ----------

Net cash used by operating activities                                             (7,737)           (5,820)
                                                                                ---------        ----------

Cash flows from investing activities:

   Purchase of property, plant and equipment                                        (330)             (179)
   Increase in deferred charges, deposits and other                                  (10)             (120)
   Payments for business acquisitions                                                  0              (624)
                                                                                --------         ----------

Net cash used by investing activities                                               (340)             (923)
                                                                                ---------        ----------

Cash flows from financing activities:

   Net short-term borrowings                                                       4,210             4,572
   Repayment of long-term debt and capital lease obligations                        (121)             (100)
   Issuances of common stock                                                           2                 0
                                                                                --------         ---------

Net cash provided by financing activities                                          4,091             4,472

Effect of exchange rate changes on cash and
   cash equivalents                                                                   89               (43)
                                                                                --------         ----------

Net decrease in cash and cash equivalents                                         (3,897)           (2,314)

Cash and equivalents at beginning of period                                        5,495             4,432
                                                                                --------         ---------

Cash and equivalents at end of period                                           $  1,598         $   2,118
                                                                                ========         =========

Supplemental disclosure of cash flow information:

   Cash paid during the period for:
     Income taxes, net of refunds                                               $    837         $     106
                                                                                ========         =========

     Interest                                                                   $    135         $     129
                                                                                ========         =========

Non-cash investing and financing activities:

   Property purchased under capital leases                                      $    114         $       0
                                                                                ========         =========

            See notes to condensed consolidated financial statements


</TABLE>


<PAGE>


                                  SAUCONY, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  APRIL 2, 1999

                                   (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all  information  and  footnotes  necessary for a fair  presentation  of
financial  position,  results of operations  and cash flows in  conformity  with
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments  (consisting solely of normal recurring adjustments) necessary for a
fair  presentation  have been  included.  These interim  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements and the notes,  thereto,  included in the Company's  Annual Report on
Form 10-K, as filed with the  Securities and Exchange  Commission,  for the year
ended January 1, 1999. Operating results for thirteen weeks ended April 2, 1999,
are not necessarily indicative of the results for the entire year.


NOTE 2 - RECLASSIFICATION

Certain  items  in prior  years  Consolidated  Financial  Statements  have  been
reclassified to conform to the 1999 presentation.


NOTE C - INVENTORIES

Inventories  at April 2, 1999 and April 3, 1998  consisted of the  following (in
thousands):

<TABLE>
<CAPTION>

                                                                       April 2,           January 1,
                                                                         1999                1999

               <S>                                                  <C>                <C>        
                Finished goods                                       $    23,106        $    24,194

                Work in progress                                           1,025                834

                Raw materials                                              4,188              6,044
                                                                     -----------        -----------

                                                                     $    28,319        $    31,072
                                                                     ===========        ===========


</TABLE>








<TABLE>
NOTE 4 - EARNINGS PER SHARE

<CAPTION>

                                                                             (Unaudited)
                                                              (in thousands, except per share amounts)

                                                        Thirteen Weeks Ended           Thirteen Weeks Ended
                                                            April 2, 1999                  April 3, 1998      
                                                     ---------------------------    --------------------------

                                                       Earnings       Earnings       Earnings        Earnings
                                                          per            per            per             per
                                                        Common         Common         Common          Common
                                                        Share -        Share -        Share -         Share -
                                                         Basic         Diluted         Basic          Diluted

<S>                                                  <C>             <C>            <C>            <C>       
Consolidated income                                  $    3,333      $   3,333      $      974     $      974
                                                     ==========      =========      ==========     ==========

Net income available for common
   shares and assumed conversions                         6,229          6,229           6,251          6,251

Weighted average common shares and
   equivalents outstanding                                    0            134               0             42
                                                     ----------      ---------      ----------     ----------

Effect of dilutive securities:
   Employee stock options                                 6,229          6,363           6,251          6,293
                                                     ==========      =========      ==========     ==========

Earnings per share                                   $     0.54      $    0.52      $    0.16      $     0.16
                                                     ==========      =========      =========      ==========



</TABLE>

<TABLE>

NOTE 5 - STATEMENT OF COMPREHENSIVE INCOME
<CAPTION>
                                                                                        (in thousands)

                                                                             Thirteen Weeks        Thirteen Weeks
                                                                                  Ended                 Ended
                                                                              April 2, 1999         April 3, 1998

<S>                                                                             <C>                  <C>     
Net income                                                                      $  3,333             $    974

Other comprehensive income:
   Foreign currency translation adjustment                                          (186)                 (32)
   Income tax benefit related to other
     comprehensive expense                                                          (137)                 (12)
                                                                                ---------            ---------
Other comprehensive income, net of tax                                               (49)                 (20)
                                                                                ---------            ---------
Comprehensive income                                                            $  3,284             $    954
                                                                                ========             ========

</TABLE>


<PAGE>


<TABLE>

NOTE 6 - OPERATING SEGMENT DATA

The Company's  operating  segments are organized based on the nature of products
and consist of the Saucony Segment and Other Products Segment. The determination
of the reportable  segments for the thirteen weeks ended April 2, 1999 and April
3,  1998,  as well as the basis of  measurement  of segment  profit or loss,  is
consistent with the segment  reporting  disclosed in the Company's Annual Report
on Form 10-K for the fiscal year ended January 1, 1999.

<CAPTION>

                                                                              (in thousands)

                                                                    Thirteen Weeks      Thirteen Weeks
                                                                         Ended               Ended
                                                                    April 2, 1999       April 3, 1998
           <S>                                                      <C>                <C>         
           Revenues:
        
                Saucony                                              $    37,827        $    25,884
                Other products                                             4,787              3,782
                                                                     -----------        -----------
                                                                     $    42,614        $    29,666
                                                                     -----------        -----------

           Income (loss) before income taxes:
                Saucony                                              $     6,065        $     2,180
                Other products                                              (273)              (285)
                                                                     ------------       ------------
                                                                     $     5,792        $     1,895
                                                                     -----------        -----------



</TABLE>


<PAGE>


     ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

      Highlights

                                                              Percent Increase

         Net sales                                                  43.1%
         Gross Profit                                               54.6%
         Selling, general and administrative                        22.8%


                                                                   $ Change
                                                                (in thousands)

         Operating income                                         $  3,806
         Income before tax                                           3,897
         Net income                                                  2,359



                                                           Percent of Net Sales
                                                          1999             1998

         Gross profit                                      36.4%           33.7%
         Selling, general and administrative               23.0            26.8
         Operating income                                  13.9             7.0
         Income before tax                                 13.7             6.4
         Net income                                         7.9             3.3


The following  table sets forth net sales (in  thousands) and as a percentage of
total net sales of the Company's  segments in the thirteen  weeks ended April 2,
1999 and April 3, 1998:
<TABLE>
<CAPTION>

                                                    1999                               1998          
                                        --------------------------         --------------------------

         <S>                            <C>                 <C>            <C>                 <C>  
         Saucony                        $    37,675         88.8%          $    25,851         87.3%
         Other                                4,731         11.2%                3,773         12.7%
                                        -----------     ---------          -----------      --------

         Total                          $    42,406        100.0%          $    29,624        100.0%
                                        ===========     =========          ===========      ========

</TABLE>

Consolidated Net Sales

Net sales increased 43% to $42,406,000 in the thirteen weeks ended April 2, 1999
from  $29,624,000  in the  thirteen  weeks  ended  April 3, 1998.  The impact of
foreign  exchange rate changes on net sales in the thirteen weeks ended April 2,
1999 was negligible.

Saucony Brand Segment

Worldwide  net sales of branded  Saucony  footwear and apparel  increased 46% to
$37,675,000  in the thirteen  weeks ended April 2, 1999 from  $25,851,000 in the
thirteen  weeks ended April 3, 1998,  primarily due to 83% unit volume growth in
the footwear  category.  Overall average sell price declined 29% in the thirteen
weeks ended April 2, 1999 due to a higher  proportion of more  moderately-priced
Jazz Originals in the Company's domestic product mix.

Domestic net sales  increased 72% to $32,643,000 due primarily to increased unit
volumes for Jazz Originals (introduced in the second quarter of 1998), Saucony's
core technical footwear models and special make-up footwear.  Jazz Original unit
volume  accounted  for 44% of domestic  unit volume in the thirteen  weeks ended
April 2, 1999.

International  net  sales  decreased  27% to  $5,032,000  due  primarily  to the
discontinuance  of operations in Australia  and, to a lesser  extent,  decreased
distributor  unit volumes,  both of which were offset in part by increased  unit
volumes recorded by the Company in Canada and Western Europe.

Other Products Segment

Net sales of Other  Products  increased 25% to $4,731,000 in the thirteen  weeks
ended April 2, 1999 from  $3,773,000 in the thirteen  weeks ended April 3, 1998,
reflecting  significant  revenue growth in both bicycle and related  products as
well as  increased  sales of the  Company's  Hind apparel  brand.  The growth in
bicycles and related products revenue is due in large measure to the acquisition
of the Merlin  business in February 1998 and the subsequent  acquisition of Real
Design in August 1998.

Costs and Expenses

The Company's  gross profit  increased 55% to  $15,421,000 in the thirteen weeks
ended April 2, 1999 from  $9,973,000  in the thirteen  weeks ended April 3, 1998
due  to  higher  domestic  unit  volumes  and,  to  a  lesser  extent,  improved
international  margins.  The  Company's  gross  margin  improved to 36.4% in the
thirteen  weeks ended April 2, 1999 from 33.7% in the thirteen weeks ended April
3, 1998 due to lower  levels of product  returns  and  markdowns  and  decreased
foreign sales of non-current models.

Selling,  general and administrative expenses increased to $9,741,000,  or 23.0%
of net sales,  in the  thirteen  weeks ended April 2, 1999 from  $7,933,000,  or
26.8% of net sales, in the thirteen weeks ended April 3, 1998.  Selling expenses
increased  $1,010,000 in the thirteen weeks ended April 2, 1999 due to increased
sales commissions and payroll and related expenses.  General and  administrative
expenses  increased  $798,000 in the  thirteen  weeks ended April 2, 1999 due to
increased  staffing,  performance-based  compensation  and  increased  bad  debt
expense.

Net interest expense decreased 30% to $146,000 in the thirteen weeks ended April
2, 1999,  from $210,000 in the thirteen  weeks ended April 3, 1998, due to lower
average debt levels  resulting  from the paydown of the  Company's  senior notes
payable in the second  quarter of 1998 and, to a lesser  extent,  lower interest
rates.

Income Before Tax

                                               1999                  1998
                                               ----                  ----
       Segment
         Saucony brand                     $   6,065             $   2,180
         Other products                         (273)                 (285)
                                           ----------            ----------
         Total                             $   5,792             $   1,895
                                           =========             =========

Consolidated  income before tax  increased to  $5,792,000 in the thirteen  weeks
ended April 2, 1999 from  $1,895,000  in the thirteen  weeks ended April 3, 1998
due  primarily  to  increased  domestic  Saucony  Brand  income and the improved
financial performance of Hind apparel.

Income Taxes

The  provision for income taxes  increased to  $2,430,000 in the thirteen  weeks
ended April 2, 1999 from $898,000 in the thirteen  weeks ended April 3, 1998 due
primarily to increased domestic pre-tax income. The effective tax rate decreased
to 41.9% in the  thirteen  weeks ended April 2, 1999 from 47.4% in the  thirteen
weeks ended April 3, 1998 due  primarily to a deferred tax  valuation  allowance
recorded  in the  thirteen  weeks  ended  April 3,  1998,  relating  to  foreign
operating losses that were not expected to be realized.

Net Income

Net income was  $3,333,000 in the thirteen weeks ended April 2, 1999 compared to
net income of  $974,000  in the  thirteen  weeks  ended  April 3, 1998.  Diluted
earnings per share were $0.52 in the thirteen weeks ended April 2, 1999 compared
to $0.16 in the thirteen weeks ended April 3, 1998.


Liquidity and Capital Resources

As of April 2, 1999, the Company's cash and cash equivalents totaled $1,598,000,
a decrease of $3,897,000  from January 1, 1999. The decrease is due primarily to
an increase in accounts receivable of $14,122,000,  net of the provision for bad
debt and discounts,  offset by an increase in accrued  liabilities of $2,951,000
and an increase in borrowings  against the Company's domestic and foreign credit
facilities  of  $4,210,000.  The  increase  in  accounts  receivable  is  due to
increased net sales of the Company's  Saucony,  Hind and bicycle products in the
thirteen weeks ended April 2, 1999. The Company's days sales outstanding for its
accounts  receivable  decreased to 72 days in the thirteen  weeks ended April 2,
1999 from 85 days in the  thirteen  weeks ended April 3, 1998 due to a reduction
in  credit  terms  and  the  reduction  in  receivables  held  by the  Company's
Australian  subsidiary.  Inventories  decreased $2,377,000 in the thirteen weeks
ended  April 2,  1999 due to  management  of  domestic  inventory  levels.  As a
consequence  of the  improved  inventory  management  and the  demand  for  Jazz
Originals,  the Company's  inventory  turns ratio  increased to 3.6 turns in the
thirteen  weeks ended April 2, 1999 from 3.4 turns in the  thirteen  weeks ended
April 3, 1998.

For the thirteen weeks ended April 2, 1999,  the Company used  $7,837,000 of net
cash from operating activities,  expended $330,000 to acquire capital assets and
expended $121,000 to reduce long-term debt.

Principal factors (other than net income, accounts receivable, provision for bad
debts and discounts  and  inventory)  affecting the operating  cash flows in the
thirteen weeks ended April 2, 1999 included a decrease of $2,170,000 in accounts
payable (due to decreased  inventory  levels) and an increase of  $2,951,000  in
accrued expenses (due primarily to increased income tax accruals  resulting from
higher pre-tax earnings and, to a lesser extent,  increased variable selling and
administrative expenses associated with a higher level of net sales).

The liquidity of the Company is contingent upon a number of factors, principally
the Company's future operating results.  Management  believes that the Company's
current cash and cash equivalents,  credit  facilities and internally  generated
funds are  adequate to meet its  working  capital  requirements  and to fund its
capital investment needs and debt service payments.


Year 2000

The Company  views its  exposure to the Year 2000  problem in three  areas:  (i)
internal  computer  systems  used  to  manage  the  Company's   business,   (ii)
microprocessors and other electronic devices included as components of equipment
used by the  Company  ("embedded  chips")  and (iii)  computer  systems  used by
suppliers  and  customers  of  the  Company.   The  Company's  plan,  under  the
coordination  of the Vice  President -  Management  Information  Systems,  is to
resolve its  internal  Year 2000  problems in these areas  following  sequential
phases of evaluation, updating and testing. In the evaluation phase, the Company
reviews the applicable  system to identify Year 2000 problems and determines any
necessary   remediation.   The   updating   and  testing   phases   involve  the
implementation and testing, respectively, of Year 2000 remediation measures.

The Company has  interviewed  key  suppliers to determine  their  capability  to
continue providing goods and services. Based on responses from over 80% of those
surveyed,  the  Company  believes  that these  suppliers  are  either  Year 2000
compliant or will be made Year 2000  compliant on a timely basis.  Nevertheless,
the Company  continues to expand its  understanding of the Year 2000 problems to
its  significant  business  partners based on ongoing surveys and interviews and
this  process  will  continue  throughout  1999.  Contingency  plans for  supply
disruptions  are in the  process  of being  formulated  and are  expected  to be
completed by third quarter 1999.

The  Company  has also  interviewed  key  customers  and all those  who  utilize
Electronic Data Interface  (EDI) as the principal  means of placing orders.  The
responses received indicate that most customers are in the process of developing
or  executing  remediation  plans to address  Year 2000  problems.  The  Company
believes that  customers  present a potential Year 2000 business risk because of
the Company's limited ability to influence their actions or internal processes.

The  foregoing   discussion  of  the  Company's  Year  2000  readiness  contains
forward-looking statements and were derived using numerous assumptions.  Despite
the Company's  belief that its Year 2000 program reduces the risk of an internal
compliance  failure and is taking an active  approach to assess the readiness of
its business partners,  there can be no assurances that all parties will achieve
timely Year 2000 compliance or that such  noncompliance will not have a material
adverse impact to the Company.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The  Company  has  performed  an  analysis  to assess  the  potential  effect of
reasonably possible near-term changes in inflation and foreign currency exchange
rates.  The effect of inflation on the Company's  results of operations over the
past three years has been  minimal.  The impact of currency  fluctuation  on the
purchase of inventory by the Company from foreign  suppliers has been minimal as
the transactions  were denominated in U.S.  dollars.  The Company,  however,  is
subject to currency  fluctuation  risk with respect to the operating  results of
the Company's  foreign  subsidiaries  and certain foreign  currency  denominated
payables.  The  Company  has  entered  into  certain  forward  foreign  exchange
contracts to minimize the transaction currency risk.





PART II.  OTHER INFORMATION

ITEM 6.       Exhibits and Reports on Form 8-K

a.            Exhibits

              27.0 - Financial Data Schedule

              99.1  -  Certain   Factors   That  May  Affect   Future   Results,
              incorporated  herein by reference to pages 18-19 of the  Company's
              Annual  Report on Form 10-K for the period ended  January 1, 1999.
              Such Form 10-K shall not be deemed to be filed herewith  except to
              the extent that  portions  thereof are expressly  incorporated  by
              reference herein.

b.            Reports on Form 8-K

              None.





<PAGE>





                                    SIGNATURE


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.


                                                     Saucony, Inc.


Date:   May 17, 1999                                 By: /s/ Terence P. Chin
                                                     -----------------------
                                                      Terence P. Chin
                                                      Senior Vice President
                                                      Chief Financial Officer
                                                      (Duly authorized officer 
                                                       and principal financial
                                                       officer)




<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
<LEGEND>                                       
   This schedule contains summary financial
   information extracted from Saucony, Inc's.
   Industries, Inc. Form 10-Q for the period
   ended April 2, 1999 and is qualified in
   its entirety by reference to such 10-Q.
</LEGEND>                                      
<CIK>                                              0000049401
<NAME>                                             Saucony, Inc.
<MULTIPLIER>                                                      1000
                                                    
<S>                                                <C>
<PERIOD-TYPE>                                      3-Mos
<FISCAL-YEAR-END>                                  Dec-31-1999
<PERIOD-START>                                     Jan-02-1999
<PERIOD-END>                                       Apr-02-1999
<CASH>                                                            1598
<SECURITIES>                                                       187
<RECEIVABLES>                                                    33585
<ALLOWANCES>                                                      1737
<INVENTORY>                                                      28319
<CURRENT-ASSETS>                                                 67229
<PP&E>                                                           18529
<DEPRECIATION>                                                   10367
<TOTAL-ASSETS>                                                   77836
<CURRENT-LIABILITIES>                                            23691
<BONDS>                                                            516
                                                0
                                                          0
<COMMON>                                                          2178
<OTHER-SE>                                                       49222
<TOTAL-LIABILITY-AND-EQUITY>                                     77836
<SALES>                                                          42406
<TOTAL-REVENUES>                                                 42614
<CGS>                                                            26985
<TOTAL-COSTS>                                                    26985
<OTHER-EXPENSES>                                                  9691
<LOSS-PROVISION>                                                   525
<INTEREST-EXPENSE>                                                 146
<INCOME-PRETAX>                                                   5792
<INCOME-TAX>                                                      2430
<INCOME-CONTINUING>                                               3333
<DISCONTINUED>                                                       0
<EXTRAORDINARY>                                                      0
<CHANGES>                                                            0
<NET-INCOME>                                                      3333
<EPS-PRIMARY>                                                     0.54
<EPS-DILUTED>                                                     0.52
        


</TABLE>


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