<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
=============================================================
FORM 10-Q/A
AMENDMENT NO. 1 TO THE QUARTERLY REPORT
(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, 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 0-16611
-------
GLOBAL SPORTS, INC.
-------------------
(Exact name of registrant as specified in its charter)
DELAWARE 04-2958132
------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1075 FIRST AVENUE, KING OF PRUSSIA, PA 19406
----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
610-265-3229
------------
(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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of May 14, 1999:
Common Stock, $.01 par value 12,116,253
---------------------------- ------------------------
(Title of each class) (Number of Shares)
<PAGE>
GLOBAL SPORTS, INC.
FORM 10-Q/A
AMENDMENT NO. 1 TO THE QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements:
<S> <C> <C>
Condensed Consolidated Balance Sheets
as of March 31, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Operations
for the three-month periods ended March 31, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows
for the three-month periods ended March 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6-10
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults on Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
SIGNATURES 15
</TABLE>
-2-
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31,
1999
(AS RESTATED - DECEMBER 31,
SEE NOTE 9) 1998
-------------- -------------
ASSETS
Current assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 965,703 $ 83,169
Net assets of discontinued operations 45,000,068 41,127,839
Prepaid expenses and other current assets 1,944,062 599,224
-------------- -------------
Total current assets 47,909,833 41,810,232
Property and equipment, net of accumulated depreciation
and amortization 2,995,058 2,988,714
Other assets 240,211 253,626
-------------- -------------
Total assets $51,145,102 $45,052,572
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion - notes payable, banks $24,442,675 $ --
Current portion - capital lease obligation, related party 131,111 127,966
Accounts payable and accrued expenses 3,968,245 5,030,844
Subordinated notes payable 1,805,841 1,805,841
-------------- -------------
Total current liabilities 30,347,872 6,964,651
Notes payable, banks - 18,812,156
Capital lease obligation, related party 2,147,284 2,181,265
Mandatorily redeemable preferred stock 100 100
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares
authorized; 10,000 shares issued as mandatorily redeemable
preferred stock -- --
Common stock, $0.01 par value, 20,000,000 shares
authorized, 13,109,348 and 12,994,464 shares issued in 1999 and 1998;
12,040,262 and 11,925,378 shares outstanding in 1999 and 1998 131,093 129,947
Additional paid in capital 18,224,147 17,111,166
Accumulated other comprehensive loss -- (47,431)
Retained earnings 508,423 114,535
-------------- -------------
18,863,663 17,308,217
Less: Treasury stock, at cost 213,817 213,817
-------------- -------------
Total stockholders' equity 18,649,846 17,094,400
-------------- -------------
Total liabilities and stockholders' equity $51,145,102 $45,052,572
============== =============
</TABLE>
The accompanying notes are an integral part of these
condensed financial satements.
-3-
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------------
1999
(AS RESTATED -
SEE NOTE 9) 1998
---------------- ---------------
Costs and expenses:
<S> <C> <C> <C>
General and administrative $ 816,866 $ 673,522
Stock-based compensation 398,266 -
Interest, net 57,013 58,892
---------------- ---------------
Total costs and expenses 1,272,145 732,414
---------------- ---------------
Loss from continuing operations
before income taxes (1,272,145) (732,414)
Benefit from income taxes (508,858) (292,966)
---------------- ---------------
Loss from continuing operations (763,287) (439,448)
Discontinued operations (Note 2):
Income from discontinued
operations (less provision for (benefit from) income
taxes: 1999, $(176,575); 1998, $942,966) 1,157,175 1,971,021
---------------- ---------------
Net income $ 393,888 $1,531,573
================ ===============
Earnings (losses) per share-- basic and diluted:
Loss from continuing operations $ (.06) $ (.04)
Income from discontinued operations .09 .19
---------------- ---------------
Net income $ .03 $ .15
================ ===============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
-4-
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
--------------------------------
1999
(AS RESTATED -
SEE NOTE 9) 1998
--------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
NET INCOME $ 393,888 $ 1,531,573
DEDUCT:
INCOME FROM DISCONTINUED OPERATIONS 1,157,175 1,971,021
--------------------------------
LOSS FROM CONTINUING OPERATIONS (763,287) (439,448)
ADJUSTMENTS TO RECONCILE NET LOSS FROM CONTINUING OPERATIONS TO
NET CASH USED IN OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 137,755 116,890
STOCK-BASED COMPENSATION 398,266 -
CHANGES IN OPERATING ASSETS AND LIABILITIES:
PREPAID EXPENSES AND OTHER CURRENT ASSETS 69,429 (105,099)
OTHER ASSETS 43,415 302,159
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (2,191,790) 1,247,270
--------------------------------
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS (2,306,212) 1,121,772
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS (2,715,054) (2,487,747)
--------------------------------
NET CASH USED IN OPERATING ACTIVITIES (5,021,266) (1,365,975)
--------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
CAPITAL EXPENDITURES (144,099) (204,977)
--------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
NET BORROWINGS UNDER LINES OF CREDIT 5,630,519 2,491,044
REPAYMENTS OF CAPITAL LEASE OBLIGATION (30,836) (27,982)
PROCEEDS FROM ISSUANCE OF COMMON STOCK 478,216 1,920
COSTS OF DEBT ISSUANCE (30,000) --
--------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 6,047,899 2,464,982
--------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS -- 2,671
--------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 882,534 896,701
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 83,169 98,881
--------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 965,703 $ 995,582
================================
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
-5-
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - BASIS OF PRESENTATION
Global Sports, Inc. ("Global" or the "Company"), a Delaware corporation, is
an e-Commerce company that is in the process of developing the internet
businesses of several sporting goods retailers. On April 20, 1999, the Company
formalized a plan to sell two of its businesses, the Branded division and the
Off-Price and Action Sports division, in order to focus exclusively on its e-
Commerce business. See Note 2.
The accompanying condensed consolidated financial statements of Global have
been prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the instructions for Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
information and footnotes required by generally accepted accounting principles
for complete financial statements.
The accompanying financial information is unaudited; however, in the opinion
of the Company's management, all adjustments (consisting solely of normal
recurring accruals) necessary for a fair presentation of the operating results
of the periods reported have been included. The results of operations for the
periods reported are not necessarily indicative of those that may be expected
for a full year.
This quarterly report should be read in conjunction with the financial
statements and notes thereto included in the Company's audited financial
statements as of December 31, 1998 as presented in the Company's Annual Report
on Form 10-K/A.
NOTE 2 - DISCONTINUED OPERATIONS
On April 20, 1999, the Company formalized a plan to sell two of its
businesses, the Branded division and the Off-Price and Action Sports division,
in order to focus exclusively on its e-Commerce business. The Branded division
designs and markets the RYKA and Yukon footwear brands. The Off-Price and Action
Sports division is a third-party distributor and make-to-order marketer of off-
price footwear, apparel and sporting goods. Accordingly, for financial statement
purposes, the assets, liabilities, results of operations and cash flows of these
divisions have been segregated from those of continuing operations and are
presented in the Company's consolidated financial statements as discontinued
operations. The accompanying financial statements have been reclassified to
reflect this presentation. Net interest expense related to the lines of credit
and debt to be assumed by the successor businesses of $264,544 for the three-
month period ended March 31, 1999 has been allocated to the pre-measurement date
income from discontinued operations.
The discontinued operations components of amounts reflected in the income
statements and balance sheets are as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED
MARCH 31,
--------------------------
1999 1998
--------------------------
<S> <C> <C>
INCOME STATEMENT DATA:
Net sales $33,723,869 $28,148,378
==========================
</TABLE>
-6-
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARCH 31, 1999 DECEMBER 31, 1998
------------------------------------
BALANCE SHEET DATA:
<S> <C> <C>
Cash $ - $ 772,916
Accounts receivable 40,592,316 36,782,732
Inventory 17,472,869 20,954,168
Property and equipment 1,425,612 1,397,189
Goodwill and intangibles 16,307,535 16,507,073
Other assets 1,587,758 936,293
Accounts payable and accrued expenses (17,510,117) (16,192,954)
Subordinated notes payable (1,499,302) (1,999,065)
Notes payable, banks (10,316,939) (14,823,955)
Notes payable, other (3,059,664) (3,206,558)
------------------------------------
Net assets of discontinued operations/(1)/ $ 45,000,068 $ 41,127,839
====================================
/(1)/ Included in current assets.
</TABLE>
Notes Payable of Discontinued Operations
Included in Notes Payable, Banks of discontinued operations are amounts
outstanding under a line of credit of approximately $20,000,000 for use by the
Gen-X Companies, which is available for either direct borrowing or for import
letters of credit. The loan bears interest at prime plus one half percent and is
secured by a general security agreement covering substantially all of the Gen-X
Companies' assets. At March 31, 1999, draws of $10,000,000 plus net bank
overdrafts of $173,607 were committed under this line and, based on a net cash
position and available collateral and outstanding import letters of credit
commitments, an additional $4,331,613 was available for borrowing. For the
three-month period ended March 31, 1999, interest expense of discontinued
operations included $226,232 related to this line of credit.
Notes Payable, Banks of discontinued operations also includes a mortgage
note secured by land and building in Ontario, Canada of $316,939. The mortgage
note bears interest at the bank's cost of funds plus 2.5% and matures on August
15, 2009. For the three-month period ended March 31, 1999, interest expense of
discontinued operations included $8,298 related to this mortgage note.
Notes Payable, Other of discontinued operations includes an outstanding
loan payable for $1,500,000. The original loan of $2,000,000 is payable in
equal quarterly installments of $100,000, which commenced on March 31, 1998,
and bears interest at the prime lending rate. For the three-month period ended
March 31, 1999, interest expense of discontinued operations included $30,576
related to this loan.
Notes Payable, Other of discontinued operations also includes $1,000,000 of
promissory notes payable to the former shareholders of Lamar. The notes are
payable in five equal annual installments and bear interest at 6% per annum, the
first payment of which will be made in July 1999. For the three-month period
ended March 31, 1999, interest expense of discontinued operations included
$32,519 related to these notes. At the time of the acquisition, Lamar also
executed a note payable in the principal amount of $553,447, plus $74,954 in
accrued interest, for amounts owed to a shareholder. This note, which was
assumed by the Company in the acquisition of Lamar, is payable in five equal
annual installments and bears interest at 6% per annum. The amount outstanding
on this note is $559,664. For the three-month period ended March 31, 1999,
interest expense of discontinued operations included $9,093 related to this
note.
Upon closing the acquisition of the Gen-X Companies, the Company executed
several subordinated notes payable with the former shareholders of the Gen-X
Companies for an aggregate principal amount of $1,999,065 which is payable in
four equal consecutive quarterly payments beginning March 31, 1999 or earlier.
The first quarterly payment of $499,763 was made on March 31, 1999. These notes
bear interest at 7% until December 31, 1998 and the prime lending rate
thereafter. For the three-month period ended March 31, 1999, interest expense
of discontinued operations included $39,229 related to these notes.
-7-
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Employment Agreements of Discontinued Operations
The Company has employment agreements with several of its officers of
discontinued operations for an aggregate annual base salary of $340,500 plus
bonuses and increases in accordance with the terms of the agreements. Terms of
the agreements range from three to five years and are subject to automatic
annual extensions.
Purchase Commitments of Discontinued Operations
As of March 31, 1999, outstanding purchase commitments of discontinued
operations existed totaling $5,278,643, for which commercial import letters of
credit have been issued.
NOTE 3 - DEBT
Notes Payable, Bank
Under its primary loan agreement, as subsequently amended (the "Loan
Agreement"), the Company has access to a combined credit facility of
$40,000,000, which is comprised of the KPR Companies' credit facility of
$35,000,000 and RYKA's credit facility of $5,000,000. The term of the Loan
Agreement is five years expiring on November 19, 2002. The KPR Companies and
RYKA have an interest rate choice of prime plus 1/4% or LIBOR (Adjusted
Eurodollar Rate) plus two hundred seventy-five basis points. Under the Loan
Agreement, both the KPR Companies and RYKA may borrow up to the amount of their
revolving line based upon 85% of their eligible accounts receivable and 65% of
their eligible inventory, as those terms are defined in the Loan Agreement. The
Loan Agreement also includes 50% of outstanding import letters of credit as
collateral for borrowing.
In addition to the revolving lines of credit described above, the lender will
over-advance to the Company an additional $3,000,000, over the existing
collateral, for additional import letters of credit needed for seasonal
production of new merchandise for the Spring 1999 and Fall 1999 seasons.
Among other things, the Loan Agreement, as amended, requires the KPR
Companies and RYKA to achieve annual earnings before interest, taxes,
depreciation and amortization ("EBITDA") of $5,000,000 and it limits the
Company's ability to incur additional indebtedness, make payments on
subordinated indebtedness, make capital expenditures, sell assets, and pay
dividends. At March 31, 1999, the Company was not in compliance with the EBITDA
covenant. The Company obtained a waiver from the bank with respect to this
covenant. Because there can be no assurance that the Company will be in
compliance with this covenant for any period subsequent to March 31, 1999, the
Company has classified the amounts outstanding under this line as a current
liability. The Company plans to enter into negotiations with its lender to
modify the terms of the Loan Agreement to return itself to compliance.
At March 31, 1999, the aggregate amount outstanding under this line was
$24,442,675. At March 31, 1999, based on available collateral and outstanding
import letters of credit commitments, an additional $116,792 (including the
seasonal over-advance) was available on this line for borrowing. The total
interest incurred in connection with this facility was $491,505 for the three-
month period ended March 31, 1999.
Subordinated Notes Payable
At March 31, 1999, the Company had $1,805,841 in outstanding subordinated
notes payable held by its Chairman and CEO, plus accrued interest on such notes
of $49,389 recorded in accrued expenses. This debt consisted primarily of a
note representing undistributed Subchapter S corporation retained earnings
previously taxed to him as the sole shareholder of the KPR Companies prior to
the Reorganization. Interest accrues on such notes at the Company's choice of
prime plus 1/4% or LIBOR (Adjusted Eurodollar Rate) plus two hundred seventy-
five basis points. At March 31, 1999, the interest rate on these notes was 8
1/4% and interest recorded during the three-month period ended March 31, 1999
was $36,735. Based on its Loan Agreement, the Company is permitted to make
continued regular payments of interest on the subordinated debt and to further
reduce principal on a quarterly basis, commencing subsequent to the first
quarter of 1998, in an amount up to 50% of the cumulative consolidated net
income of the Company. During 1998, aggregate principal payments of $250,000
were made. No payments on this subordinated debt have been made to date in 1999.
-8-
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4 - RELATED PARTIES
The Company is located in King of Prussia, Pennsylvania where it conducts
a significant portion of its operations and warehouses inventory in a facility
leased from the Company's Chairman and CEO. The lease has been accounted for as
a capital lease, which resulted in $57,013 recorded to interest expense for the
three-month period ended March 31, 1999. At March 31, 1999, the Company's
investment in the capital lease was $1,955,747, which is included in property
and equipment.
The Company also has subordinated notes payable outstanding with its Chairman
and CEO, as referred to in Note 3.
NOTE 5 - EARNINGS (LOSSES) PER SHARE
Earnings (losses) per share for all periods have been computed in
accordance with SFAS No. 128, Earnings Per Share. Basic and diluted earnings
(losses) per share is computed by dividing net income by the weighted average
number of shares of common stock outstanding during the year. Outstanding common
stock options and warrants have been excluded from the calculation of diluted
earnings (losses) per share because their effect would be antidilutive.
The amounts used in calculating earnings per share data are as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
---------------------------
1999 1998
---------------------------
<S> <C> <C>
Loss from continuing operations $ (763,287) $ (439,448)
Income from discontinued operations 1,157,175 1,971,021
---------------------------
Net income $ 393,888 $ 1,531,573
===========================
Weighted average shares
outstanding - basic and diluted 12,018,517 10,418,198
===========================
Weighted average common stock
options and warrants having
no dilutive effect 892,107 565,169
===========================
</TABLE>
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Employment Agreements
At March 31, 1999, the Company has employment agreements with several of
its officers for an aggregate annual base salary of $837,500 plus bonus and
increases in accordance with the terms of the agreements. Terms of such
contracts range from three to five years and are subject to automatic annual
extensions.
E-Commerce
At March 31, 1999, the Company has contractually committed to develop the
internet businesses of several sporting goods retailers. The Company's failure
to meet these commitments could result in a forfeiture of the contracts and the
exclusive rights to certain future internet business.
-9-
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 7 - COMPREHENSIVE INCOME
Comprehensive income for the three-month periods ended March 31, 1999 and 1998
was as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1999 1998
----------------------
<S> <C> <C>
Net income $393,888 $1,531,573
Foreign currency translation
adjustment 47,431 2,671
----------------------
Comprehensive income $441,319 $1,534,244
======================
</TABLE>
NOTE 8 - BUSINESS SEGMENTS
As a result of the discontinued operations described in Note 2 to the
financial statements, the Company considers itself to have one operating segment
which is the development of the internet businesses of several sporting goods
retailers.
NOTE 9 - RESTATEMENT
Subsequent to the issuance of the Company's consolidated financial
statements for the three months ended March 31, 1999, the Company's management
determined that the discount applied to the fair value of the Company's common
stock issued as consideration for the Gen-X Companies in May 1998 should be
decreased from 35% to 10%. As a result, the consolidated financial statements
for the year ended December 31, 1998 were restated to reflect an additional
$2,486,625 of consideration paid for the Gen-X Companies and additional
amortization of goodwill of $77,707 for the period from May 12, 1998 through
December 31, 1998 (the "1998 Restatement"). As a result of the 1998
Restatement, the consolidated financial statements for the three months ended
March 31, 1999 have been restated from amounts previously reported to reflect
the cumulative effect of the 1998 Restatement and additional amortization of
goodwill of $31,083 for the three months ended March 31, 1999.
A summary of the significant effects of the restatement is as follows:
<TABLE>
<CAPTION>
AS PREVIOUSLY
REPORTED AS RESTATED
----------- -----------
AT MARCH 31, 1999:
- -----------------------------------------------------
<S> <C> <C>
Net assets of discontinued operations $42,622,233 $45,000,068
Additional paid in capital 15,737,522 18,224,147
Retained earnings 617,213 508,423
FOR THE THREE MONTHS ENDED MARCH 31, 1999:
- -----------------------------------------------------
Income from discontinued operations $ 1,188,258 $ 1,157,175
Net income 424,971 393,888
Earnings (losses) per share - basic and diluted:
Loss from continuing operations $ (.06) $ (.06)
Income from discontinued operations .10 .09
----------- -----------
Net income $ .04 $ .03
=========== ===========
</TABLE>
-10-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
FORWARD LOOKING STATEMENTS
Certain information contained in this Form 10-Q/A contains forward
looking statements (as such term is defined in the Securities Exchange Act of
1934 and the regulations thereunder), including without limitation, statements
as to the Company's financial condition, results of operations and liquidity and
capital resources and statements as to management's beliefs, expectations or
options. Such forward looking statements are subject to risks and uncertainties
and may be affected by various factors which may cause actual results to differ
materially from those in the forward looking statements. Certain of these risks,
uncertainties and other factors, as and when applicable, are discussed in the
Company's filings with the Securities and Exchange Commission, including its
most recent Form 10-K/A, a copy of which may be obtained from the Company upon
request and without charge (except for the exhibits thereto).
STRATEGIC BUSINESS DEVELOPMENTS
This discussion summarizes the significant factors that affected Global's
consolidated operating results and financial condition during the three months
ended March 31, 1999. Over this period, the Company has undergone a significant
transformation.
Acquisition of the Gen-X Companies
Prior to its decision to focus exclusively on its e-Commerce business,
the Company acquired all of the outstanding and issued common stock of the Gen-X
Companies in a purchase transaction effective May 12, 1998. The Company's
reported results of operations for 1998 include those of the Gen-X Companies
only from the date of acquisition through the end of the year.
Discontinued Operations
On April 20, 1999, the Company formalized a plan to sell two of its
businesses, the Branded division and the Off-Price and Action Sports division,
in order to focus exclusively on the development of new businesses. The Branded
division designs and markets the RYKA and Yukon footwear brands. The Off-Price
and Action Sports division is a third-party distributor and make-to-order
marketer of off-price footwear, apparel and sporting goods. Accordingly, for
financial statement purposes, the assets, liabilities, results of operations and
cash flows of these divisions have been segregated from those of continuing
operations and are presented in the Company's consolidated financial statements
as discontinued operations. The accompanying financial statements have been
reclassified to reflect this presentation.
Global Sports Interactive
On May 10, 1999, the Company announced the formation of a new subsidiary,
Global Sports Interactive. Global Sports Interactive is an e-Commerce company
that has entered into exclusive agreements to operate the internet businesses of
multiple sporting goods retailers. The Company's failure to meet these
commitments could result in a forfeiture of the contracts and the exclusive
rights to certain future internet business and have a material adverse affect on
the future results of operations and financial condition of the Company.
Due to the fact that the Company had not, as of March 31, 1999, created
this new division, results from continuing operations for the three-month period
ended March 31, 1999 consist only of the operating expenses incurred during the
period in connection with general and administrative purposes.
Restatement
Subsequent to the issuance of the Company's consolidated financial
statements for the three months ended March 31, 1999, the Company's management
determined that the discount applied to the fair value of the Company's common
stock issued as consideration for the Gen-X Companies in May 1998 should be
decreased from 35% to 10%. As a result, the consolidated financial statements
for the year ended December 31, 1998 were restated to reflect an additional
$2,486,625 of consideration paid for the Gen-X Companies and additional
amortization of goodwill of $77,707 for the period from May 12, 1998 through
December 31, 1998 (the "1998 Restatement"). As a result of the 1998 Restatement,
the consolidated financial statements for the three months ended March 31, 1999
have been restated from amounts previously reported to reflect the cumulative
effect of the 1998 Restatement and additional amortization of goodwill of
$31,003 for the three months ended March 31, 1999. See Note 9 to the financial
statements.
-11-
<PAGE>
RESULTS OF OPERATIONS
The Three-Month Period Ended March 31, 1999 Compared to The Three-Month Period
Ended March 31, 1998
The following table sets forth, for the periods indicated, the results of
continuing operations:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------
1999 1998
-----------------------------
Costs and expenses:
<S> <C> <C>
General and administrative $ 816,866 $ 673,522
Stock-based compensation 398,266 --
Interest, net 57,013 58,892
-----------------------------
Total costs and expenses 1,272,145 732,414
-----------------------------
Loss from continuing operations before
income taxes (1,272,145) (732,414)
Benefit from income taxes (508,858) (292,966)
-----------------------------
Loss from continuing operations (763,287) (439,448)
Income from discontinued operations 1,157,175 1,971,021
-----------------------------
Net income $ 393,888 $1,531,573
=============================
</TABLE>
Costs and Expenses
Costs and expenses of continuing operations for the three-month period
ended March 31, 1999 were $1,272,145. Operating expenses from continuing
operations consisted of general and administrative expenses related to the day-
to-day development and operating activities of the Company. Costs and expenses
of continuing operations also includes charges for stock-based compensation of
$398,266 for the three-month period ended March 31, 1999 primarily as a result
of non-employee stock option grants.
FINANCIAL CONDITION
Cash Flows
Historically, the operations of the Company have been financed by a
combination of internally generated resources, equity transactions, subordinated
borrowings, annual increases in the size of the bank credit facility and
seasonal over-advances. Increases in the bank credit facilities for the KPR
Companies and RYKA were required to fund the Company's increased investment in
accounts receivable and inventory necessary to support the increases in revenue.
As of March 31, 1999, the Company had net working capital of
$17,561,961, which includes net assets of discontinued operations of
$45,000,068. The Company used $5,021,266 in cash flows from operating activities
for the three months ended March 31, 1999, whereas in the same period of the
prior year the Company used $1,365,975 in cash flows from operating activities.
Liquidity
Under its primary loan agreement, as subsequently amended (the "Loan
Agreement"), the Company has access to a combined credit facility of
$40,000,000. The term of the Loan Agreement is five years. The loans have an
interest rate choice of prime plus 1/4% or LIBOR (Adjusted Eurodollar Rate)
plus two hundred seventy-five basis points. Under this credit facility, both
the KPR Companies and RYKA may borrow up to the amount of their revolving line
based upon 85% of their eligible accounts receivable and 65% of their eligible
inventory, as those terms are defined in the Loan Agreement. The Loan Agreement
also includes 50% of outstanding import letters of credit as collateral for
borrowing.
In addition to the revolving lines of credit described above, the
lender will over-advance to the Company an additional $3,000,000, over the
existing collateral, for additional import letters of credit needed for seasonal
production of new merchandise for the Spring 1999 and Fall 1999 seasons.
-12-
<PAGE>
Among other things, the Loan Agreement, as amended, requires the KPR
Companies and RYKA to achieve annual earnings before interest, taxes,
depreciation and amortization ("EBITDA") of $5,000,000 and it limits the
Company's ability to incur additional indebtedness, make payments on
subordinated indebtedness, make capital expenditures, sell assets, and pay
dividends. At March 31, 1999, the Company was not in compliance with the EBITDA
covenant. The Company obtained a waiver from the bank with respect to this
covenant. Because there can be no assurance that the Company will be in
compliance with this covenant for any period subsequent to March 31, 1999, the
Company has classified the amounts outstanding under this line as a current
liability.
At March 31, 1999, the aggregate outstanding balance under this line
was $24,442,675. At March 31, 1999, based on available collateral and
outstanding import letters of credit commitments, an additional $116,792
(including the seasonal over-advance) was available on this line for borrowing.
As of the closing of the Loan Agreement, the KPR Companies owed
Michael Rubin, its Chairman and CEO, subordinated debt of $3,055,841 which is
comprised of (i) a loan from Mr. Rubin to the KPR Companies in the principal
amount of $851,440, plus accrued and unpaid interest on such loan of $180,517
through October 31, 1997 and (ii) a note in the principal amount of $2,204,401
representing undistributed Subchapter S corporation retained earnings previously
taxed to him as the sole shareholder of the KPR Companies. No interest accrued
on the note representing Subchapter S corporation earnings until December 15,
1997 at which time the interest began to accrue on such note at a choice of
prime plus 1/4% or LIBOR (Adjusted Eurodollar Rate) plus two hundred seventy-
five basis points. The Loan Agreement and the related Subordination Agreement
allowed the Company to repay Mr. Rubin $1,000,000 of the subordinated debt
principal and the accrued interest of $180,517 at the time of the closing of the
Loan Agreement or within five days thereafter, subject to there being $2,000,000
of availability under the KPR Companies' credit line after taking into account
such payments. Such payments were made to Mr. Rubin on November 26, 1997. In
addition, the Loan Agreement and the Subordination Agreement permit the KPR
Companies to make continued regular payments of interest on the subordinated
debt and to further reduce principal on a quarterly basis, commencing with the
first quarter of 1998, in an amount up to 50% of the cumulative consolidated net
income of both borrowers, reduced by net losses of the borrowers during such
period. During 1998, aggregate principal payments of $250,000 were made. No
payments on this subordinated debt have been made to date in 1999.
On April 20, 1999, the Company formalized a plan to sell two of its
businesses, the Branded division and the Off-Price and Action Sports division,
in order to focus exclusively on its e-Commerce business. Management expects
that these sales will result in substantial proceeds to the Company.
The Company has made certain commitments with respect to developing
the internet businesses of several sporting goods retailers. The Company is
going to have to raise significant capital to meet these commitments and to
continue to support its discontinued operations until disposition. The Company
is currently evaluating several proposals to raise additional capital and
expects to raise such capital by the end of the second quarter of 1999. There
are, however, no assurances that the Company will be able to raise such capital.
YEAR 2000
The Company recognizes the importance of advanced computerization in
maintaining and improving its level of service, internal and external
communication and overall competitive position. The Company maintains a
management information system that provides, among other things, comprehensive
customer order processing, inventory, production, accounting and management
information for the marketing, selling, manufacturing and distribution functions
of the Company's business. The Company has created a Year 2000 project team
which is coordinating efforts to evaluate, identify, correct or reprogram, and
test the Company's existing systems Year 2000 compliance. The Company is
currently enhancing its key information systems to improve their functionality
and increase performance. These upgrades will also make these applications Year
2000 compliant. The Company expects to finish this upgrade prior to the end of
the second quarter of 1999 and does not expect the costs of such steps to have a
material impact on the Company's results of operations, financial position,
liquidity or capital resources. The Company is in the process of developing a
contingency plan in the event that the above modifications do not result in Year
2000 compliance. In addition to making its own systems Year 2000 compliant, the
Company is in the process of contacting its key suppliers and customers to
determine the extent to which the systems of such suppliers and customers are
Year 2000 compliant and the extent to which the Company could be affected by the
failure of such third parties to become Year 2000 compliant. The Company cannot
presently estimate the impact of the failure of such third parties to become
Year 2000 Compliant. See "Risk Factors - Risks Relating to Year 2000
Compliance" in the Company's most recent Annual Report on Form 10-K/A.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in market risk for the three
months ended March 31, 1999. See the information set forth in Item 7A of the
Company's Annual Report on Form 10-K/A for the year ended December 31, 1998.
-13-
<PAGE>
<TABLE>
<CAPTION>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
<S> <C> <C>
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.19*/(1)/ Employment Agreement dated March 28, 1999 by and between
the Registrant and Michael Golden.
10.40-G/(1)/ Consent and Amendment No. 7 to the Loan Documents by and
among KPR Sports International, Inc., RYKA Inc. and
Foothill Capital Corporation.
27.1 Financial data schedule for the three-month period ended
March 31, 1999 (electronic filing only).
* Management contract or compensatory plan or arrangement.
/(1)/ Previously filed.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K/A (Amendment to Form 8-K
dated May 12, 1998) on February 8, 1999 containing the Gen-X Companies
historical financial statements and Company pro forma financial
information.
</TABLE>
-14-
<PAGE>
SIGNATURES
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, hereunto duly authorized.
GLOBAL SPORTS, INC.
DATE: March 21, 2000 BY: /s/ Michael G. Rubin
--------------------------
MICHAEL G. RUBIN
Chairman of the Board &
Chief Executive Officer
DATE: March 21, 2000 BY: /s/ Jordan M. Copland
__________________________
JORDAN M. COPLAND
Executive Vice President &
Chief Financial Officer
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 1999, AS RESTATED, AND THE RELATED STATEMENT OF INCOME FOR
THE THREE MONTHS ENDED MARCH 31, 1999, AS RESTATED, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 965,703
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 47,909,833<F1>
<PP&E> 4,509,305
<DEPRECIATION> 1,514,247
<TOTAL-ASSETS> 51,145,102
<CURRENT-LIABILITIES> 30,347,872
<BONDS> 0
100
0
<COMMON> 131,093
<OTHER-SE> 18,518,753
<TOTAL-LIABILITY-AND-EQUITY> 51,145,102
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,215,132
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 57,013
<INCOME-PRETAX> (1,272,145)
<INCOME-TAX> (508,858)
<INCOME-CONTINUING> (763,287)
<DISCONTINUED> 1,157,175
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 393,888
<EPS-BASIC> .03
<EPS-DILUTED> .03
<FN>
<F1>INCLUDES NET ASSETS OF DISCONTINUED OPERATIONS OF $45,000,068.
</FN>
</TABLE>
