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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
Commission file number 1-9340
REEBOK INTERNATIONAL LTD.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2678061
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1895 J.W. Foster Boulevard, Canton, Massachusetts 02021
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(Address of principal executive offices) (Zip Code)
(781) 401-5000
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(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 ( )
The number of shares outstanding of registrant's common stock, par value $.01
per share, at August 4, 2000 was 56,910,348 shares.
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REEBOK INTERNATIONAL LTD.
INDEX
PART I. FINANCIAL INFORMATION:
Item 1 Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - June 30, 2000 and 1999,
and December 31, 1999........................................ 3-4
Condensed Consolidated Statements of Income - Three
and Six months Ended June 30, 2000 and 1999.................. 5
Condensed Consolidated Statements of Cash Flows -
Six months Ended June 30, 2000 and 1999...................... 6-7
Notes to Condensed Consolidated Financial
Statements................................................... 8-12
Item 2
Management's Discussion and Analysis of Results
Of Operations and Financial Condition........................ 13-19
Part II. OTHER INFORMATION:
Item 1 Not Applicable.................................................. 20
Item 2 Changes in Securities and Use of Proceeds....................... 20
Item 3 Not Applicable.................................................. 20
Item 4 Submission of Matters to a Vote of Security Holders............. 20
Item 5 Not Applicable.................................................. 21
Item 6 Exhibits........................................................ 21
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REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999 1999
---------- ---------- ------------
(Unaudited) (See Note 1)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 212,572 $ 150,111 $ 281,744
Accounts receivable, net
of allowance for doubtful
accounts (June 2000, $46,532;
June 1999, $51,426;
December 1999, $46,217) 496,625 512,970 417,404
Inventory 405,528 502,030 414,616
Deferred income taxes 69,331 70,627 88,127
Prepaid expenses and other
current assets 42,919 56,219 41,227
---------- ---------- ----------
Total current assets 1,226,975 1,291,957 1,243,118
---------- ---------- ----------
Property and equipment, net 161,255 181,717 178,111
Other non-current assets:
Intangibles, net of
amortization 71,562 73,017 68,892
Deferred income taxes 41,746 49,993 43,868
Other 21,087 31,519 30,139
---------- ---------- ----------
134,395 154,529 142,899
---------- ---------- ----------
Total Assets $1,522,625 $1,628,203 $1,564,128
========== ========== ==========
</TABLE>
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REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999 1999
----------- ----------- ------------
(Unaudited) (See Note 1)
<S> <C> <C> <C>
Current liabilities:
Notes payable to banks $ 19,097 $ 45,826 $ 27,614
Current portion of
long-term debt 85,176 185,172 185,167
Accounts payable 171,964 159,747 153,998
Accrued expenses 310,199 219,495 241,322
Income taxes payable 4,320 28,944 8,302
----------- ----------- -----------
Total current liabilities 590,756 639,184 616,403
----------- ----------- -----------
Long-term debt, net of
current portion 339,843 423,619 370,302
Minority interest and other
long-term liabilities 34,741 29,518 48,607
Commitments and contingencies
Stockholders' equity:
Common stock, par value
$.01; authorized 250,000
shares; issued June 30,
2000, 95,604; issued June
30, 1999, 92,822; issued
December 31, 1999, 92,986 956 928 930
Retained earnings 1,245,293 1,181,121 1,170,885
Less shares in treasury
at cost: June 30, 2000,
38,716; June 30, 1999,
36,716; December 31,1999, 36,716 (653,370) (617,620) (617,620)
Unearned compensation (2,690)
Accumulated other
Comprehensive loss (32,904) (28,547) (25,379)
----------- ----------- -----------
557,285 535,882 528,816
----------- ----------- -----------
Total liabilities and
stockholders' equity $ 1,522,625 $ 1,628,203 $ 1,564,128
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months Ended Six months Ended
June 30 June 30,
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 685,076 $ 697,393 $ 1,454,905 $ 1,483,177
Other income (expense), net (916) (2,740) 3,929 (1,572)
----------- ----------- ----------- -----------
684,160 694,653 1,458,834 1,481,605
Costs and expenses:
Cost of sales 423,614 432,592 902,318 920,358
Selling, general and
administrative expenses 234,799 243,357 469,318 495,611
Amortization of intangibles 1,059 1,599 2,179 2,735
Interest expense 10,940 12,431 21,021 26,427
Interest income (3,774) (1,582) (8,080) (2,977)
----------- ----------- ----------- -----------
666,638 688,397 1,386,756 1,442,154
----------- ----------- ----------- -----------
Income before income
taxes and minority interest 17,522 6,256 72,078 39,451
Income tax expense 6,606 2,252 27,173 14,202
----------- ----------- ----------- -----------
Income before minority
interest 10,916 4,004 44,905 25,249
Minority interest 246 (564) 2,523 2,776
----------- ----------- ----------- -----------
Net income $ 10,670 $ 4,568 $ 42,382 $ 22,473
=========== =========== =========== ===========
Basic earnings per share $ .19 $ .08 $ .75 $ .40
=========== =========== =========== ===========
Diluted earnings per share $ .19 $ .08 $ .74 $ .40
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months Ended
June 30,
-----------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 42,382 $ 22,473
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 21,508 22,622
Minority interest 2,523 2,776
Deferred income taxes 18,975 (2,767)
Net gain on sale of assets (2,518)
Changes in operating assets and
liabilities:
Accounts receivable (84,723) (15,634)
Inventory (4,117) 19,649
Prepaid expenses (2,681) (7,107)
Other 1,562 (3,371)
Accounts payable and accrued expenses 66,595 2,857
Income taxes payable (4,495) 5,459
-------- --------
Total adjustments 12,629 24,484
-------- --------
Net cash provided by
operating activities 55,011 46,957
-------- --------
Cash flows from investing activities:
Proceeds from the sale of assets 30,506
Payments to acquire property and
equipment (15,135) (29,238)
Investments in subsidiaries (1,390)
-------- --------
Net cash provided by (used for)
investing activities 13,981 (29,238)
-------- --------
</TABLE>
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REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months Ended
June 30,
-------------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from financing activities:
Net borrowings (payments) of notes
payable to banks $ (7,715) $ 21,931
Payments of long-term debt (129,976) (53,060)
Proceeds from issuance of common stock to
employees 1,667 1,904
Dividends to minority shareholders (10,224)
Repurchases of common stock (16,559)
--------- ---------
Net cash used for financing activities (136,024) (56,008)
--------- ---------
Effect of exchange rate changes on cash
and cash equivalents (2,140) 8,330
--------- ---------
Net decrease in cash and cash equivalents (69,172) (29,959)
--------- ---------
Cash and cash equivalents at beginning of
period 281,744 180,070
--------- ---------
Cash and cash equivalents at end of period $ 212,572 $ 150,111
========= =========
Supplemental disclosures of cash flow information:
2000 1999
--------- ---------
Cash paid during the period for:
Interest $ 22,595 $ 26,285
Income taxes 9,294 3,559
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except share data)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles ("GAAP") for
complete financial statements.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with GAAP for interim financial information and reflect
all adjustments (consisting of only normal recurring accruals) which are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the interim periods. The interim financial information and notes
thereto should be read in conjunction with the Company's latest annual report to
shareholders. The results of operations for the six months ended June 30, 2000
are not necessarily indicative of results to be expected for the entire year.
Certain amounts in the prior year have been reclassified to conform to the 2000
presentation.
NOTE 2 - SPECIAL CHARGE
Details of the special charge activity are as follows:
<TABLE>
<CAPTION>
Termination of
Legal Employee Fixed Asset Marketing Leases and
Total Settlement Severance Write-downs Contracts Other
----- ---------- --------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $65,557 $21,424 $ 18,917 $ 15,534 $ 9,091 $591
2000 Utilization 9,580 691 5,119 2,386 1,131 253
------- ------- --------- --------- --------- ----
Balance, June 30, 2000 $55,977 $20,733 $ 13,798 $ 13,148 $ 7,960 $338
======= ======= ========= ========= ========= ====
</TABLE>
The fixed asset write-downs relate to assets that will be abandoned or sold. The
remaining accruals will be utilized throughout fiscal 2000
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and 2001, as leases expire, consolidations occur, contractual obligations come
due and severance payments are made.
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NOTE 3 - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share (amounts in thousands, except per share data):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
-------------------- --------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Numerator:
Net income $10,670 $ 4,568 $42,382 $22,473
------- ------- ------- -------
Denominator for basic
earnings per share:
Weighted average shares 56,688 55,975 56,606 56,020
Dilutive employee stock
options 762 902 494 707
------- ------- ------- -------
Denominator for diluted
earnings per share:
Weighted average shares
and assumed conversions 57,450 56,877 57,100 56,727
======= ======= ======= =======
Basic earnings per share $ .19 $ .08 $ .75 $ .40
Diluted earnings per share $ .19 $ .08 $ .74 $ .40
</TABLE>
NOTE 4 - COMPREHENSIVE INCOME
Comprehensive income (loss) for the quarter ended June 30, 2000 and June 30,
1999 was $6,729 and $(409) respectively. Comprehensive income for the six months
ended June 30, 2000 and June 30, 1999 was $34,857 and $9,575 respectively.
Comprehensive income for all periods presented represents net income and changes
in foreign currency translation adjustments.
NOTE 5 - CONTINGENCIES
The Company is involved in various legal proceedings generally incidental to its
business. While it is not feasible to predict or determine the outcome of these
proceedings, management does not
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believe that they should result in a materially adverse effect on the Company's
financial position, results of operations or liquidity.
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NOTE 6 - ACQUISITION OF TREASURY STOCK
During the second quarter of 2000, the Company acquired 2,000,000 shares of
treasury stock in a non cash exchange pursuant to a stock option exercise by a
major shareholder. See Item 2.
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REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
This Form 10-Q contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements with
regard to the Company's revenues, earnings, spending, margins, cash flow,
orders, inventory, products, actions, plans, strategies and objectives.
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words "believe," "anticipate," "expect,"
"estimate," "intend," "plan," "project," "will be," "will continue," "will
result," "could," "may," "might," or any variations of such words or other words
with similar meanings. Any such statements are subject to risks and
uncertainties that could cause the Company's actual results to differ materially
from those discussed in such forward-looking statements. Prospective information
is based on management's then current expectations or forecasts. Such
information is subject to the risk that such expectations or forecasts, or the
assumptions underlying such expectations or forecasts, become inaccurate.
Risks and uncertainties that could affect the Company's actual results and could
cause such results to differ materially from those contained in forward-looking
statements made by or on behalf of the Company include, but are not limited to,
the following: technological, marketing, product, promotional or other success
by one or more of the Company's competitors; changes in consumer preferences;
failure by the Company to adequately forecast consumer demand and sales volume,
leading to increased spending, inventory risk, tooling and other costs;
inability to obtain desired pricing margins and profitability because of
industry conditions, production inefficiencies, increased costs of goods,
currency trends, the general retail environment or the lack of success of the
Company's products or marketing; higher-than-anticipated levels of customer
cancellations or returns; lack of success in the Company's retail operations due
to general retail market conditions or loss of market share to competitors;
failure to meet delivery deadlines because of design, production or distribution
problems; currency fluctuations, government actions, import regulations,
political instability or general economic factors that negatively impact the
Company's business in one or more international regions; interruption or
unavailability of sources of supply; inability to make timely payments on the
Company's indebtedness or to meet debt covenants; loss of one or more
significant customers; inability to protect significant trademarks, patents or
other intellectual property of the Company; negative results in litigation;
general economic factors impacting consumer purchasing power and preferences;
changes in the Company's tax rate or its ability to fully utilize deferred tax
assets; the Company's ability to achieve desired operating and logistical
efficiencies in the areas of distribution and information systems; disruptions
due to Year 2000 non-compliance in
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the systems of its key suppliers, customers, distributors or other business
partners; and other factors mentioned or incorporated by reference in this
report or other reports.
This list of risk factors is not exhaustive. Other risks and uncertainties are
discussed elsewhere in this report and in further detail under the caption
entitled Issues and Uncertainties included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 which has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
In addition, the Company operates in a highly competitive and rapidly changing
environment. Therefore, new risk factors can arise, and it is not possible for
management to predict all such risk factors, nor to assess the impact of all
such risk factors on the Company's business or the extent to which any
individual risk factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statement. Accordingly,
investors should not place undue reliance on forward-looking statements as a
prediction of actual results.
OPERATING RESULTS
SECOND QUARTER 2000 COMPARED TO SECOND QUARTER 1999
Net sales for the quarter ended June 30, 2000 were $685.1 million, a 1.8%
decrease from 1999's second quarter net sales of $697.4 million. The Reebok
Division's worldwide sales (including the sales of the Greg Norman Collection)
were $559.6 million, a 1.8% decrease from sales of $570.1 million in the second
quarter of 1999. Sales comparisons are adversely affected by the weakening of
the Euro over the past several quarters. On a constant dollar basis, which
eliminates the effect of currency fluctuations, worldwide sales for the Reebok
Division increased approximately $1.6 million or .3%. U.S. footwear sales of the
Reebok Brand increased .9% to $247.3 million in the second quarter of 2000 from
$245.1 million in the second quarter of 1999. Consistent with the Company's
strategy to focus on certain key franchises, U.S. footwear sales in many
categories increased. The Basketball category doubled and the running, men's and
women's training and children's categories experienced double digit growth. The
Classics category declined, as planned, partially due to the timing of the
separate product launches which is in line with the Company's three tiered
segmentation strategy. The Company expects the Classics category in the U.S. to
grow in the second half of 2000. U.S. apparel sales of the Reebok Division
(including the sales of the Greg Norman Collection) decreased in the second
quarter by 10.6% to $52.9 million from $59.2 million in the second quarter of
1999. Despite the sales decline in the quarter, the Company's apparel profits
increased, as gross margin improved over 710 basis points and expenses declined
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17.3%. Sales of Greg Norman apparel decreased 11.3% as compared to the second
quarter of 1999, however, gross margins improved by 1310 basis points
domestically and operating expenses declined 5.1% in the current quarter as
compared to the second quarter of 1999.
International sales of the Reebok Brand (including footwear and apparel) were
$259.4 million in the second quarter of 2000, a decrease of 2.4% from $265.8
million in the second quarter of 1999. On a constant dollar basis, International
sales increased approximately 2.0% in the second quarter of 2000 as compared to
the second quarter 1999. International comparisons were also adversely impacted
by the changes to the Company's international distribution network. Effective
January 1, 2000, the Company's Switzerland and Russia subsidiaries were sold and
became independent distributors. Also, last year at this time, the Company had
issues with the opening of its new European Distribution Center which caused
shipping delays. This resulted in shipping what should have been first quarter
1999 sales for Germany in the second quarter of 1999. European sales decreased
$25.1 million or 12.4%. However, removing the adverse impact of currency, the
effect of the sale of Russia and Switzerland and the effect of the timing of
Germany shipments last year at this time, net sales in Europe increased $10.4
million or 6.2% as compared to the second quarter of 1999. The Asia Pacific
region reported a sales increase of 25.1% in the quarter. In Latin America, the
Company's sales to its independent distributors increased approximately 17.9% as
these distributors increased their purchases to meet local consumer demand.
International categories that generated sales increases in the second quarter of
2000 were basketball, running, tennis, and women's fitness. International
footwear sales increased approximately 3.1%, whereas international apparel sales
decreased by approximately 7.2%.
Rockport's second quarter 2000 sales were $96.8 million as compared to sales of
$104.0 million in the second quarter of 1999. Domestic sales for the Rockport
brand decreased by 12.7% ,while International sales increased by 10.7%.
Domestically, sales decreased in most categories. In the second half of 2000,
the Company plans to substantially increase the quantity of new product
introductions. The Company's new World Tour shoe collection, which debuted at
retail in July, will be the largest product launch in the history of The
Rockport Company. The launch is supported by a fully integrated marketing
program, including print and radio advertising. Initial sell-through results for
this collection have been encouraging. International revenues accounted for
23.3% of Rockport's sales in the second quarter of 2000 as compared to 19.6% in
the second quarter of 1999.
Sales of the Company's Polo Ralph Lauren Footwear products were $28.7 million in
the second quarter of 2000, an increase of 23.2% from $23.3 million in the
second quarter of 1999. This division continues to expand its product offerings
to reach an even broader consumer with the introduction in the second half of
this year of a children's and a jeans line of footwear.
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During the second quarter of 2000, the Company's overall gross margin was 38.2%
of sales, this compares to 38.0% for 1999's second quarter. During the quarter,
the Company continued to improve the Reebok Brand margins due to improved
inventory management, reduced cancellations and fewer closeout sales. Some of
this improvement was offset by margin erosion in Europe caused by the weakening
of the Euro against the U.S. dollar.
Selling, general and administrative expenses for the second quarter of 2000 were
$234.8 million, or 34.3% of sales, as compared to $243.4 million, or 34.9% of
sales in 1999's second quarter. The Company has benefited from programs
initiated in the prior year to reduce total general and administrative spending
however, the Company recognizes the need to lower general and administrative
expenses as a percentage of sales. The Company plans to continue to work to
reduce non-brand building expenses and to find additional operating efficiencies
within the organization in order to accomplish this. In addition, if revenues
increase, the Company could generate operating leverage from such sales
improvement.
Net interest expense was $7.2 million for the second quarter of 2000, a decrease
of $3.7 million as compared to the second quarter of 1999. The decrease was a
result of improved cash flow and debt repayments.
The effective income tax rate was 37.7% in the second quarter of 2000 as
compared to 36.0% in the second quarter of 1999. However, the rate could
fluctuate from quarter to quarter depending on where the Company earns income
geographically, and, if the Company incurs non-benefitable losses in certain
jurisdictions, the rate could increase further.
FIRST SIX MONTHS 2000 COMPARED TO FIRST SIX MONTHS 1999
Net sales for the first six months ended June 30, 2000 were $1.455 billion, a
1.9% decrease from 1999's first six months net sales of $1.483 billion. The
Reebok Division's worldwide sales (including the sales of the Greg Norman
Collection) were $1.201 billion, a 1.7% decrease from sales of $1.222 billion in
the first six months of 1999. U.S. footwear sales of the Reebok Brand decreased
1.2% to $505.5 million in the first six months of 2000 from $511.4 million in
the first six months of 1999. Sales comparisons are adversely affected by the
weakening of the Euro over the past several quarters. On a constant dollar
basis, which eliminates the effect of currency fluctuations, worldwide sales for
the Reebok Division increased approximately $13.6 million or 2.6%. Consistent
with the Company's strategy to focus on certain key franchises, U.S. footwear
sales in many categories increased, including basketball, running, men's and
women's training and children's. The Classics category declined, as planned,
partially due to the timing of the separate product launches
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which is in line with the Company's three tiered segmentation strategy. The
Company expects the Classics category in the U.S. to grow in the second half of
2000. U.S. apparel sales of the Reebok Division (including the sales of the Greg
Norman Collection) decreased in the first six months by 13.2% to $110.6 million
from $127.4 million in the first six months of 1999. Despite the sales decline
in the first six months, the Company's apparel profits increased, as gross
margin improved 960 basis points and expenses declined 22.6%. Sales of Greg
Norman apparel decreased 11.5% as compared to the first six months of 1999,
however, gross margins improved by 860 basis points and operating expenses
declined 10.2% in the first six months of 2000 as compared to the first six
months of 1999.
International sales of the Reebok Brand (including footwear and apparel) were
$585.0 million in the first six months of 2000, an increase of .4% from $582.8
million in the first six months of 1999. On a constant dollar basis,
International sales increased approximately 8.9% in the first six months of 2000
as compared to the first six months of 1999. International comparisons were also
adversely impacted by the changes to the Company's international distribution
network. Effective January 1, 2000, the Company's Switzerland and Russia
subsidiaries were sold and became independent distributors. European sales
decreased $30.4 million or 6.7%. However, removing the adverse impact of
currency and the effect of the sale of Russia and Switzerland, net sales in
Europe increased approximately 5.6% as compared to the first six months of 1999.
The Asia Pacific region reported a sales increase of 17.8% in the six months
ended June 2000. In Latin America, the Company's sales to its independent
distributors increased approximately 44% as these distributors increased their
purchases to meet local consumer demand. International categories that generated
sales increases in the first six months of 2000 were basketball, running,
tennis, and women's fitness. International footwear sales increased
approximately 6.5%, whereas international apparel sales decreased by
approximately 4.8%.
Rockport's sales for the first six months of 2000 were $197.8 million as
compared to sales of $213.7 million in the first six months of 1999. Domestic
sales for the Rockport brand decreased by 10.8% and International sales were
flat. Domestically, sales decreased in most categories. In the second half of
2000, the Company plans to substantially increase the quantity of new product
introductions. The Company's new World Tour shoe collection, which debuted at
retail in July, will be the largest product launch in the history of The
Rockport Company. The launch is supported by a fully integrated marketing
program, including print and radio advertising. Initial sell-through results for
this collection have been encouraging. International revenues accounted for
25.6% of Rockport's sales in the second quarter of 2000 as compared to 23.6% in
first six months of 1999.
Sales of the Company's Polo Ralph Lauren Footwear products were $56.0 million in
the first six months of 2000, an increase of 16.9% from
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$47.9 million in the first six months of 1999. This division continues to expand
its product offerings to reach an even broader consumer with the introduction in
the second half of this year of a children's and a jeans line of footwear.
During the first six months of 2000, the Company's overall gross margin was
38.0% of sales, this compares to 37.9% for 1999's first six months. During the
first six months of 2000, the Company continued to improve the Reebok Brand
margins due to improved inventory management, reduced cancellations and fewer
closeout sales. Some of this improvement was offset by margin erosion in Europe
caused by the weakening of the Euro against the U.S. dollar.
Selling, general and administrative expenses for the first six months of 2000
were $469.3 million, or 32.3% of sales, as compared to $495.6 million, or 33.4%
of sales in 1999's first six months. The Company has benefited from programs
initiated in the prior year to reduce total general and administrative spending
however, the Company recognizes the need to lower general and administrative
expenses as a percentage of sales. The Company plans to continue to work to
reduce non-brand building expenses and to find additional operating efficiencies
within the organization in order to accomplish this. In addition, if revenues
increase, the Company could generate operating leverage from such sales
improvement.
Net interest expense was $12.9 million for the first six months of 2000, a
decrease of $10.5 million as compared to the first six months of 1999. The
decrease was a result of improved cash flow and debt repayments. Other income is
the net effect of foreign exchange losses offset by the gain on sale of certain
non-operating assets.
The effective income tax rate was 37.7% in the first six months of 2000 as
compared to 36.0% in the first six months of 1999. However, the rate could
fluctuate from quarter to quarter depending on where the Company earns income
geographically, and, if the Company incurs non-benefitable losses in certain
jurisdictions, the rate could increase further.
REEBOK BRAND BACKLOG OF OPEN ORDERS
The Reebok Brand backlog (including Greg Norman Collection apparel) of open
customer orders scheduled for delivery during the period July 1, 2000 through
December 31, 2000 declined 1.5% as compared to the same period last year. North
American backlog for the Reebok Brand, which includes the U.S. and Canada,
increased 1.9%, and, the International backlog decreased 5.8%. On a constant
dollar basis, worldwide Reebok Brand backlog increased .8%, and International
backlog decreased .6%. U.S. footwear backlog increased 6.2%, which is the fourth
consecutive quarter of improvement. U.S. apparel backlog (including Greg Norman
Collection apparel) decreased 17.6% as compared to the same period
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last year. While the apparel backlog was down, all of that decline is in the
third quarter, with the fourth quarter being positive. These backlog comparisons
are not necessarily indicative of future sales trends. Many orders are
cancelable, sales by Company-owned retail stores can vary from year to year,
many markets in Latin America and Asia Pacific are not included in the open
orders since sales are made by independent distributors and the ratio of orders
booked early to at-once shipments can vary from period to period.
LIQUIDITY AND SOURCES OF CAPITAL
At June 30, 2000 the Company's working capital was $628.0 million as compared
with $652.8 million at June 30, 1999. The current ratio at June 30, 2000 was 2.1
to 1, as compared to 2.0 to 1 at December 31, 1999 and June 30, 1999.
Outstanding bank indebtedness has been reduced by $210.5 million over the last
twelve months whereas the Company's cash position as compared with a year ago
has increased $62.5 million.
Accounts receivable decreased by $16.3 million from June 30, 1999, a decrease of
3.2%. Inventory decreased by $96.5 million or 19.2% from June 30, 1999. This
decrease is in line with the Company's plans. In the U.S., the Company's Reebok
Brand footwear inventories were down 36.5%. U.S. Reebok Brand apparel
inventories were down 32.9% and retail inventories were up 2.6% from last year.
Inventories of all brands outside the U.S. decreased 20.0%.
Cash provided by operations during the first six months of 2000 was $55.0
million, as compared to $47.0 million the first six months of 1999. Cash
provided by investing activities was $14.0 million as a result of the proceeds
of $30.5 million from the sale of certain assets. Capital expenditures for the
six months ended June 30, 2000 were $15.1 million, a decrease from 1999 due to
higher investments in 1999 for the Company's European Logistics and Shared
Service Companies, international retail expansion and other information systems
initiatives. Cash generated from operations during the balance of 2000, together
with the Company's existing credit lines and other financial resources, is
expected to adequately finance the Company's current and planned 2000 cash
requirements. However, the Company's actual experience may differ from the
expectations set forth in the preceding sentence. Factors that might lead to a
difference include, but are not limited to, the matters discussed above and
under the caption entitled Issues and Uncertainties included in the Company's
Annual Report of Form 10-K as well as future events that might have the effect
of reducing the Company's available cash balances (such as unexpected operating
losses or increased capital or other expenditures, as well as increases in the
Company's inventory or accounts receivable) or future events that might reduce
or eliminate the availability of external financial resources.
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PART II - OTHER INFORMATION
ITEM 1
Not Applicable
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company hereby incorporates by reference its Current Report on Form 8-K it
filed with the Commission June 6, 2000.
ITEM 3
Not Applicable
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on May 2, 2000. At the
Annual Meeting:
1. Two Class I members of the Board of Directors were elected by
shareholders with no abstentions or broker non-votes.
Name of Director Votes For Votes Against
---------------- --------- -------------
Mannie L. Jackson 41,379,587 3,702,824
Geofrey Nunes 41,378,682 3,703,729
The terms of office for Paul R. Duncan, William F. Glavin, Richard G.
Lesser, Paul B. Fireman, and Thomas M. Ryan as Directors of the
Company continued after the Annual Meeting.
2. A shareholder proposal requesting that the Board of Directors take
action to declassify the Board was passed by a vote of 18,595,768 For
and 17,937,427 Against, with 276,129 Abstentions and 8,273,087 broker
non-votes.
3. A shareholder proposal requesting that the Board of Directors NOT
adopt a shareholder rights agreement unless the Board has first
obtained an affirmative vote of the shareholders was passed by a vote
of 19,413,664 For and 17,083,040 Against, with 312,619 Abstentions and
8,273,088 broker non-votes.
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ITEM 5
Not Applicable
ITEM 6
(a) EXHIBITS
10.44. Agreement between Reebok International Ltd. and Paul B. Fireman
dated May 2, 2000
10.45. Stock Option Agreement between Reebok International Ltd. and Paul B.
Fireman dated May 9,2000.
10.46. Promissory Note dated May 9, 2000 made in favor of Reebok
International Ltd. by Paul Fireman
10.47. Stock Option Agreement between Reebok International Ltd. and Paul B.
Fireman dated May 24, 2000.
10.48. Promissory Note dated May 24, 2000 made in favor of Reebok
International Ltd. by Paul Fireman.
27. Financial Data Schedule
(b) CURRENT REPORT ON FORM 8-K
The Company filed a Current Report on Form 8-K with the Commission on June
6, 2000. Under Item 5 of the Report, the Company reported that it had
adopted Amendment #5 to the Company's Common Stock Rights Agreement, which
(a) extends the term thereof by 10 years to June 14, 2010; (b) increases
from 10% to 15% the amount of outstanding shares of the Company's common
stock that any person or group of persons may acquire by purchase, tender,
or exchange before triggering the rights; and (c) establishes a Three-Year
Independent Director Evaluation (TIDE) who will review the Agreement at
least once every three years to assess whether it continues to be in the
best interest of the Company or its stockholders.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 14, 2000
REEBOK INTERNATIONAL LTD.
BY: /s/ KENNETH WATCHMAKER
-------------------------
Kenneth Watchmaker
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
10.44. Agreement between Reebok International Ltd. and Paul B. Fireman dated
May 2, 2000
10.45. Stock Option Agreement between Reebok International Ltd. and Paul B.
Fireman dated May 9,2000.
10.46. Promissory Note dated May 9, 2000 made in favor of Reebok
International Ltd. by Paul Fireman
10.47. Stock Option Agreement between Reebok International Ltd. and Paul B.
Fireman dated May 24, 2000.
10.48. Promissory Note dated May 24, 2000 made in favor of Reebok
International Ltd. by Paul Fireman.
27. Financial Data Schedule
