SAUCONY INC
10-Q, 2000-05-15
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 March 31, 2000

                                       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 9, 2000

Class A Common Stock-$.33 1/3 Par Value                     2,618,827
Class B Common Stock-$.33 1/3 Par Value                     3,612,769
                                                            ---------
                                                            6,231,596






                         SAUCONY, INC. AND SUBSIDIARIES


                                      INDEX

                                                                           Page

Part I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

     Condensed Consolidated Balance Sheets as of March 31, 2000
         and December 31, 1999...............................................3

     Condensed Consolidated Statements of Income for the
         thirteen weeks ended March 31, 2000 and April 2, 1999 ..............4

     Condensed Consolidated Statements of Cash Flows for the
         thirteen weeks ended March 31, 2000 and April 2, 1999...............5

     Notes to Condensed Consolidated Financial Statements --
         March 31, 2000....................................................6-8

Item 2.  Management's Discussion and Analysis of Financial
   Condition and Results of Operations....................................9-12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.........12

Part II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K...................................13

Signature...................................................................14

PART I.  FINANCIAL INFORMATION
<TABLE>

                                           SAUCONY, INC. AND SUBSIDIARIES
                                        CONDENSED CONSOLIDATED BALANCE SHEET

                                                     (Unaudited)
                                               (Amounts in thousands)

                                                       ASSETS
<CAPTION>
                                                                                 March 31,       December 31,
                                                                                   2000              1999
                                                                                   ----              ----
<S>                                                                             <C>              <C>
Current assets:
   Cash and cash equivalents....................................................$   2,115        $    3,515
   Accounts receivable..........................................................   38,753            23,968
   Inventories..................................................................   33,641            35,270
   Prepaid expenses and other current assets....................................    3,427             3,727
                                                                                ---------        ----------
     Total current assets.......................................................   77,936            66,480
                                                                                ---------        ----------

Property, plant and equipment, net..............................................    8,060             8,279
                                                                                ---------        ----------
Other assets....................................................................    2,427             2,422
                                                                                ---------        ----------
Total assets....................................................................$  88,423        $   77,181
                                                                                =========        ==========

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable................................................................$  13,005        $    1,928
   Current maturities of long-term debt.........................................      379               375
   Accounts and letters of credit payable.......................................    4,680             5,897
   Accrued expenses and other current liabilities...............................    7,152             7,203
                                                                                ---------        ----------
     Total current liabilities..................................................   25,216            15,403
                                                                                ---------        ----------

Long-term obligations:
   Long-term debt and capital lease obligations.................................      186               292
   Deferred income taxes........................................................    2,051             2,045
   Other long-term obligations..................................................      175               171
                                                                                ---------        ----------
     Total long-term obligations................................................    2,412             2,508
                                                                                ---------        ----------

Minority interest in consolidated subsidiaries..................................      330               308
                                                                                ---------        ----------

Stockholders' equity:
   Common stock, $.33 1/3 par value.............................................    2,242             2,222
   Additional paid in capital...................................................   17,088            16,815
   Retained earnings............................................................   45,887            42,679
   Accumulated other comprehensive income.......................................     (703)             (564)
                                                                                ----------       -----------
                                                                                   64,514            61,152

Less:      Common stock held in treasury, at cost...............................   (3,763)           (2,179)
           Notes receivable.....................................................     (276)                0
           Unearned compensation................................................      (10)              (11)
                                                                                ----------       -----------
              Total stockholders' equity........................................   60,465            58,962
                                                                                ---------        ----------

Total liabilities and stockholders' equity......................................$  88,423        $   77,181
                                                                                =========        ==========

                              See notes to condensed consolidated financial statements

</TABLE>
<TABLE>


                                           SAUCONY, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                           FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2000 AND APRIL 2, 1999

                                                     (Unaudited)
                                    (Amounts in thousands, except per share data)

<CAPTION>
                                                                              Thirteen Weeks   Thirteen Weeks
                                                                                   Ended            Ended
                                                                              March 31, 2000    April 2, 1999
                                                                              --------------    -------------

<S>                                                                             <C>              <C>
Net sales.......................................................................$  46,416        $   42,406
Other revenue ..................................................................      139               208
                                                                                ---------        ----------
Total revenue ..................................................................   46,555            42,614
                                                                                ---------        ----------

Costs and expenses
   Cost of sales................................................................   29,070            26,985
   Selling expenses.............................................................    7,081             5,433
   General and administrative expenses..........................................    4,784             4,308
                                                                                ---------        ----------
     Total costs and expenses...................................................   40,935            36,726
                                                                                ---------        ----------

Operating income................................................................    5,620             5,888

Non-operating income (expense)
   Interest, net................................................................     (132)             (146)
   Foreign currency.............................................................      (47)               26
   Other........................................................................       87                24
                                                                                ---------        ----------

Income before income taxes and minority interest................................    5,528             5,792

Provision for income taxes......................................................    2,297             2,430

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

Net income......................................................................$   3,208        $    3,333
                                                                                =========        ==========

Per share amounts:

Earnings per common share - basic...............................................$    0.51        $     0.54
                                                                                =========        ==========
Earnings per common share - diluted.............................................$    0.50        $     0.52
                                                                                =========        ==========

Weighted average common shares..................................................    6,266             6,229
                                                                                =========        ==========
Weighted average common shares and
   equivalents outstanding......................................................    6,443             6,363
                                                                                =========        ==========

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

                              See notes to condensed consolidated financial statements

</TABLE>
<TABLE>


                         SAUCONY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2000 AND APRIL 2, 1999
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                 (in thousands)

                                   (unaudited)
<CAPTION>

                                                                                March 31,        April 2,
                                                                                  2000             1999
                                                                                  ----             ----
<S>                                                                             <C>              <C>
Cash flows from operating activities:
     Net income.................................................................$  3,208         $   3,333
                                                                                --------         ---------
   Adjustments to reconcile net income to net cash
    provided (used) by operating activities:
     Depreciation and amortization..............................................     510               462
     Provision for bad debts and discounts......................................   1,532             2,146
     Deferred income tax expense (benefit)......................................     427              (617)
     Other......................................................................      29                33
   Changes in  operating  assets  and  liabilities,  net of  effect  of  foreign
     currency adjustments:
       Decrease (increase) in assets:
         Accounts receivable.................................................... (16,468)          (16,268)
         Inventories............................................................   1,388             2,377
         Prepaid expenses and other current assets..............................      78                24
       Increase (decrease) in liabilities:
         Accounts payable.......................................................  (1,160)           (2,170)
         Accrued expenses.......................................................    (227)            2,951
                                                                                ---------        ---------
   Total adjustments............................................................ (13,891)          (11,062)
                                                                                ---------        ----------

Net cash used by operating activities........................................... (10,683)           (7,729)
                                                                                ---------        ----------

Cash flows from investing activities:
   Purchases of property, plant and equipment...................................    (239)             (330)
   Increase in deferred charges, deposits and other.............................      18               (10)
   Marketable securities - realized and unrealized gain.........................     (84)               (8)
                                                                                ---------        ----------
Net cash used by investing activities...........................................    (305)             (348)
                                                                                ---------        ----------

Cash flows from financing activities:
   Net short-term borrowings....................................................  11,164             4,210
   Repayment of long-term debt and capital lease obligations....................    (103)             (121)
   Common stock repurchased.....................................................  (1,584)               --
   Issuances of common stock, including options.................................      17                 2
                                                                                --------         ---------

Net cash provided by financing activities.......................................   9,494             4,091
Effect of exchange rate changes on cash and cash equivalents....................      94                89
                                                                                --------         ---------
Net decrease in cash and cash equivalents.......................................  (1,400)           (3,897)
Cash and equivalents at beginning of period.....................................   3,515             5,495
                                                                                --------         ---------
Cash and equivalents at end of period...........................................$  2,115         $   1,598
                                                                                ========         =========

Supplemental  disclosure of cash flow  information:  Cash paid during the period
   for:
     Income taxes, net of refunds...............................................$  2,065         $     837
                                                                                ========         =========
     Interest...................................................................$    160         $     135
                                                                                ========         =========

Non-cash investing and financing activities:
   Property purchased under capital leases......................................      --         $     114
                                                                                ========         =========

                                       See notes to condensed consolidated financial statements
</TABLE>

                                  SAUCONY, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

                                   (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  December 31, 1999.  Operating  results for thirteen weeks ended March 31,
2000, 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 2000 presentation.


NOTE 3 - INVENTORIES

Inventories  at March 31, 2000 and December 31, 1999  consisted of the following
(in thousands):


                                        March 31,         December 31,
                                           2000               1999
                                           ----               ----

       Finished goods.................$    28,339        $    30,067

       Work in progress...............        680                920

       Raw materials..................      4,622              4,283
                                      -----------        -----------

                                      $    33,641        $    35,270
                                      ===========        ===========











NOTE 4 - EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                                             (Unaudited)
                                                              (in thousands, except per share amounts)

                                                        Thirteen Weeks Ended           Thirteen Weeks Ended
                                                           March 31, 2000                  April 2, 1999

                                                       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>
Net income...........................................$    3,208      $   3,208      $    3,333     $    3,333
                                                     ==========      =========      ==========     ==========

Weighted average shares outstanding..................     6,266          6,266           6,229          6,229

Effect of dilutive securities:
   Stock options.....................................         0            177               0            134
                                                     ----------      ---------      ----------     ----------

Weighted average common shares and
   equivalents outstanding...........................     6,266          6,443           6,229          6,363
                                                     ==========      =========      ==========     ==========

Earnings per share...................................$     0.51      $    0.50      $    0.54      $     0.52
                                                     ==========      =========      =========      ==========

</TABLE>





NOTE 5 - STATEMENT OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>

                                                                                        (in thousands)

                                                                             Thirteen Weeks        Thirteen Weeks
                                                                                  Ended                 Ended
                                                                             March 31, 2000         April 2, 1999
                                                                             --------------         -------------

<S>                                                                             <C>                  <C>
Net income......................................................................$  3,208             $  3,333

Other comprehensive loss:
   Foreign currency translation adjustment......................................    (139)                (186)
   Income tax benefit related to other comprehensive loss.......................     (53)                (137)
                                                                                ---------            ---------

Other comprehensive loss, net of tax............................................     (86)                 (49)
                                                                                ---------            ---------

Comprehensive income............................................................$  3,122             $  3,284
                                                                                ========             ========
</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 March 31, 2000 and April
2,  1999,  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 December 31, 1999.

<TABLE>
<CAPTION>

                                                                              (in thousands)

                                                                    Thirteen Weeks     Thirteen Weeks
                                                                         Ended              Ended
                                                                    March 31, 2000      April 2, 1999
                                                                    --------------      -------------
 <S>                                                                  <C>               <C>
       Revenue:
            Saucony..................................................$    42,135        $    37,827
           Other products............................................      4,420              4,787
                                                                     -----------        -----------
                Total revenue........................................$    46,555        $    42,614
                                                                     ===========        ===========

       Income (loss) before income taxes and minority interest:
           Saucony...................................................$     6,296        $     6,065
           Other products............................................       (768)              (273)
                                                                     ------------       ------------
                Total................................................$     5,528        $     5,792
                                                                     ===========        ===========


</TABLE>


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

Dollar  amounts  throughout  this  Item 2 are in  thousands,  except  per  share
amounts.


      HIGHLIGHTS

                 Thirteen Weeks Ended March 31, 2000 Compared to
                       Thirteen Weeks Ended April 2, 1999

                                                              Percent Change
                                                            Increase (Decrease)

         Net sales................................................ 9.5%
         Gross profit.............................................12.5
         Selling, general and administrative......................21.8


                                                                $ Change

         Operating income.......................................($ 268)
         Income before tax......................................  (264)
         Net income.............................................  (125)



                                                         Percent of Net Sales
                                                         2000            1999
                                                         ----            ----

         Gross profit..................................  37.4%           36.4%
         Selling, general and administrative...........  25.6            23.0
         Operating income..............................  12.1            13.9
         Income before tax.............................  11.9            13.7
         Net income....................................   6.9             7.9


The following  table sets forth the  approximate  contribution  to net sales (in
dollars and as a  percentage  of  consolidated  net sales)  attributable  to our
Saucony  product line and our other product  lines for the thirteen  weeks ended
March 31, 2000 and April 2, 1999:


                         Thirteen Weeks Ended March 31, 2000 and April 2, 1999

                                    2000                            1999
                        --------------------------         --------------------

   Saucony..............$  42,001         90.5%          $  37,675         88.8%

   Other................    4,415          9.5%              4,731         11.2%
                        ---------       -------          ---------      --------

   Total................$  46,416        100.0%          $  42,406        100.0%
                        =========       =======          =========      ========



THIRTEEN WEEKS ENDED MARCH 31, 2000 COMPARED TO THIRTEEN WEEKS ENDED APRIL 2,
1999

CONSOLIDATED NET SALES

Net sales  increased  9% to $46,416 in the  thirteen  weeks ended March 31, 2000
from $42,406 in the  thirteen  weeks ended April 2, 1999.  At constant  currency
exchange  rates,  the net sales  increase for the thirteen weeks ended March 31,
2000 would have been 10%.

On a geographic  basis,  domestic net sales increased $3,546, or 10%, to $40,462
in the thirteen  weeks ended March 31, 2000 from  $36,916 in the thirteen  weeks
ended April 2, 1999. International net sales increased $464, or 9%, to $5,954 in
the thirteen  weeks ended March 31, 2000 from $5,490 in the thirteen weeks ended
April 2, 1999.

SAUCONY BRAND SEGMENT

Worldwide  net sales of  Saucony-branded  footwear and apparel  increased 11% to
$42,001 in the thirteen  weeks ended March 31, 2000 from $37,675 in the thirteen
weeks  ended  April 2,  1999,  primarily  due to 13% unit  volume  growth in the
footwear  category.  Overall  average selling prices declined 1% in the thirteen
weeks ended March 31, 2000 due to a higher  proportion of more moderately priced
Originals in our domestic product mix.

On a geographic  basis,  domestic net sales increased $3,882, or 12%, to $36,525
in the thirteen  weeks ended March 31, 2000 from  $32,643 in the thirteen  weeks
ended April 2, 1999 due  primarily to a 12% increase in footwear  unit  volumes.
Average per pair wholesale sell prices remained consistent in the thirteen weeks
ended  March 31, 2000 as  compared  to the  thirteen  weeks ended April 2, 1999.
Originals unit volume  accounted for 58% of domestic unit volume in the thirteen
weeks  ended  March 31,  2000  compared  to 44% of  domestic  unit volume in the
thirteen weeks ended April 2, 1999.

International  net sales  increased $444, or 9%, to $5,476 in the thirteen weeks
ended March 31, 2000 from $5,032 in the  thirteen  weeks ended April 2, 1999 due
primarily  to increased  footwear  unit volume  shipments at our Western  Europe
subsidiaries and increased distributor footwear unit volume.

OTHER PRODUCTS SEGMENT

Net sales of Other  Products  decreased  $316,  or 7%, to $4,415 in the thirteen
weeks  ended March 31,  2000 from  $4,731 in the  thirteen  weeks ended April 2,
1999,  due  primarily  to lower unit  volume at our cycling  division  and, to a
lesser  extent,  lower unit volume of  Hind-branded  apparel,  offset in part by
increased sales at our factory outlet division stores due to the addition of two
factory outlet stores.

COST AND EXPENSES

Our gross profit  increased 12% to $17,346 in the thirteen weeks ended March 31,
2000  from  $15,421  in the  thirteen  weeks  ended  April 2, 1999 due to higher
domestic unit volumes. Gross margin improved 1.0% to 37.4% in the thirteen weeks
ended March 31, 2000 from 36.4% in the thirteen weeks ended April 2, 1999 due to
a change in our product mix and lower levels of product returns.

Selling,  general and administrative  expenses increased in absolute dollars and
as a percent of net sales to  $11,865,  or 25.6% of net sales,  in the  thirteen
weeks ended March 31, 2000 from $9,741,  or 23.0% of net sales,  in the thirteen
weeks ended April 2, 1999. The increase in selling,  general and  administrative
expenses was due to planned  increases in television and print media,  increased
athlete   and  event   sponsorship,   increased   variable   selling   expenses,
administrative  staffing  increases and increased  professional  fees, offset in
part by lower provisions for doubtful accounts. Selling expenses as a percent of
net sales  increased  to 15.3% in the  thirteen  weeks ended March 31, 2000 from
12.8%  in  the  thirteen   weeks  ended  April  2,  1999,   while   general  and
administrative  expenses  increased to 10.3% of net sales in the thirteen  weeks
ended March 31, 2000 from 10.2% in the thirteen weeks ended April 2, 1999.

Net interest expense decreased 10% to $132 in the thirteen weeks ended March 31,
2000 from $146 in the  thirteen  weeks ended April 2, 1999 due to lower  average
debt levels in the thirteen weeks ended March 31, 2000.

INCOME BEFORE TAX AND MINORITY INTEREST

                                                      Thirteen Weeks Ended
                                                  March 31,          April 2,
                                                    2000               1999
                                                    ----               ----

     Segment
       Saucony Brand.............................$   6,296          $  6,065
       Other Products............................     (768)             (273)
                                                 ----------         ---------
       Total.....................................$   5,528          $  5,792
                                                 =========          ========

Consolidated  income before tax decreased to $5,528 in the thirteen  weeks ended
March  31,  2000 from  $5,792  in the  thirteen  weeks  ended  April 2, 1999 due
primarily  to  increased  losses  incurred at our cycling  division due to lower
sales volume,  lower production  utilization and a high level of  administrative
overhead.

INCOME TAXES

The provision for income taxes  decreased to $2,297 in the thirteen  weeks ended
March 31,  2000 from  $2,430 in the  thirteen  weeks  ended  April 2, 1999,  due
primarily to decreased domestic pre-tax income. The effective tax rate decreased
to 41.6% in the  thirteen  weeks ended March 31, 2000 from 42.0% in the thirteen
weeks  ended  April 2,  1999 due  primarily  to a shift  in the  composition  of
domestic and foreign pre-tax earnings.

NET INCOME

Net income  decreased to $3,208 in the thirteen  weeks ended March 31, 2000 from
$3,333 in the  thirteen  weeks ended April 2, 1999.  Diluted  earnings per share
decreased to $0.50 in the thirteen  weeks ended March 31, 2000 compared to $0.52
in the thirteen  weeks ended April 2, 1999.  Weighted  average common shares and
equivalent  shares used to calculate  diluted  earnings per share were 6,443 and
6,363,  respectively,  in the  thirteen  weeks ended March 31, 2000 and April 2,
1999.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2000, our cash and cash  equivalents  totaled $2,115, a decrease
of $1,400 from  December 31, 1999.  The decrease is due primarily to an increase
in  accounts  receivable  of  $14,936,  net of the  provision  for bad  debt and
discounts,  offset by a  decrease  in  inventory  of $1,388 and an  increase  in
borrowings  against our domestic and foreign credit  facilities of $11,164.  The
increase in accounts  receivable  is due to  increased  net sales of our Saucony
footwear  products in the thirteen  weeks ended March 31,  2000.  Our days sales
outstanding for accounts  receivable  increased to 76 days in the thirteen weeks
ended  March 31,  2000 from 72 days in the  thirteen  weeks ended April 2, 1999.
Inventories  decreased  $1,388 in the thirteen weeks ended March 31, 2000 due to
management of domestic  inventory levels. Our inventory turns ratio decreased to
3.4 turns in the  thirteen  weeks  ended  March  31,  2000 from 3.6 turns in the
thirteen  weeks  ended  April 2, 1999.  The  number of days  sales in  inventory
increased 9% to 105 days in the thirteen weeks ended March 31, 2000 from 96 days
in the thirteen weeks ended April 2, 1999 due to future shipment requirements.

For the thirteen  weeks ended March 31,  2000,  we used $10,683 of net cash from
operating activities,  expended $239 to acquire capital assets, borrowed $11,164
from our credit facilities, expended $103 to reduce long-term debt and $1,584 to
repurchase shares of our Common Stock.

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  March 31, 2000  included a decrease of $1,160 in accounts
payable  (due to lower  inventory  levels)  and a  decrease  of $227 in  accrued
expenses (due primarily to the payment of fiscal 1999 incentive compensation).

OVERALL LIQUIDITY

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

INFLATION AND CURRENCY RISK

The effect of inflation on our results of  operations  over the past three years
has been  minimal.  The  impact  of  currency  fluctuation  on our  purchase  of
inventory from foreign  suppliers has been non-existent as the transactions were
denominated in U.S. dollars.  We are, however,  subject to currency  fluctuation
risk with  respect to the  operating  results of our  foreign  subsidiaries  and
certain  foreign  currency  denominated  payables.  We have entered into forward
foreign exchange contracts to minimize certain transaction currency risk.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We have  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 our results of  operations  over the past three years has
been minimal. The impact of currency fluctuation on the purchase of inventory by
us from foreign  suppliers has been  non-existent as all the  transactions  were
denominated in U.S.  dollars.  However,  we are subject to currency  fluctuation
risk with  respect to the  operating  results of our  foreign  subsidiaries  and
certain  foreign  currency  denominated  payables.  We have 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 - Financial Data Schedule

              99.1  -  Certain   Factors   That  May  Affect   Future   Results,
              incorporated  herein by reference to pages 19-21 of the  Company's
              Annual Report on Form 10-K for the period ended December 31, 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.




                                    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 15, 2000                              By: /s/ Michael Umana
                                                  ---------------------
                                                  Michael Umana
                                                  Vice President, Finance
                                                  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.
   Form 10-Q for the period ended March 31,
   2000 and is qualified in entirety by
   reference to such 10-Q.
</LEGEND>
<CIK>                                              0000049401
<NAME>                                             Saucony, Inc.
<MULTIPLIER>                                                      1000
<CURRENCY>                                         US Dollars

<S>                                                <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                  Jan-5-2001
<PERIOD-START>                                     Jan-01-2000
<PERIOD-END>                                       Mar-31-2000
<EXCHANGE-RATE>                                                      1
<CASH>                                                            2115
<SECURITIES>                                                         0
<RECEIVABLES>                                                    38753
<ALLOWANCES>                                                      1471
<INVENTORY>                                                      33641
<CURRENT-ASSETS>                                                 77936
<PP&E>                                                           19486
<DEPRECIATION>                                                   11426
<TOTAL-ASSETS>                                                   88423
<CURRENT-LIABILITIES>                                            25216
<BONDS>                                                            186
                                                0
                                                          0
<COMMON>                                                          2242
<OTHER-SE>                                                       58223
<TOTAL-LIABILITY-AND-EQUITY>                                     88423
<SALES>                                                          46416
<TOTAL-REVENUES>                                                 46555
<CGS>                                                            29070
<TOTAL-COSTS>                                                    29070
<OTHER-EXPENSES>                                                 11865
<LOSS-PROVISION>                                                   251
<INTEREST-EXPENSE>                                                 132
<INCOME-PRETAX>                                                   5528
<INCOME-TAX>                                                      2297
<INCOME-CONTINUING>                                               3208
<DISCONTINUED>                                                       0
<EXTRAORDINARY>                                                      0
<CHANGES>                                                            0
<NET-INCOME>                                                      3208
<EPS-BASIC>                                                       0.51
<EPS-DILUTED>                                                     0.50




</TABLE>


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