<PAGE>
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 September 30, 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 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 November 7, 2000:
Common Stock, $.01 par value 26,809,910
---------------------------- ---------------------------
(Title of each class) (Number of Shares)
<PAGE>
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
================================================================================
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
as of January 1, 2000 and September 30, 2000 (Unaudited)................................... 3
Condensed Consolidated Statements of Operations
for the three- and nine-month periods ended September 30, 1999 and
September 30, 2000 (Unaudited)............................................................. 4
Condensed Consolidated Statements of Cash Flows
for the nine-month periods ended September 30, 1999 and September 30, 2000 (Unaudited)..... 5
Notes to Unaudited Condensed Consolidated Financial Statements.............................. 6 - 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11 - 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................. 24
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings........................................................................... 25
Item 2. Changes in Securities and Use of Proceeds................................................... 25
Item 3. Defaults Upon Senior Securities............................................................. 25
Item 4. Submission of Matters to a Vote of Security Holders......................................... 25
Item 5. Other Information........................................................................... 25
Item 6. Exhibits and Reports on Form 8-K............................................................ 25
SIGNATURES............................................................................................................... 26
</TABLE>
================================================================================
Effective for fiscal 1999, we changed our fiscal year from the last day of
December to the Saturday nearest the last day of December. Accordingly, fiscal
1999 ended on January 1, 2000. References to fiscal 1999 and fiscal 2000 refer
to the year ended January 1, 2000 and the year ending December 30, 2000,
respectively.
Although we refer to the traditional sporting goods retailers, general
merchandisers, Internet and media companies for which we develop and operate e-
commerce sporting goods businesses as our "partners," we do not act as an agent
or legal representative for any of our partners. We do not have the power or
authority to legally bind any of our partners. Similarly, our partners do not
have the power or authority to legally bind us. In addition, we do not have the
types of liabilities for our partners that a general partner of a partnership
would have.
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - STATEMENTS
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
January 1, September 30,
2000 2000
-------- --------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents............................... $ 27,345 $ 31,098
Short-term investments.................................. -- 799
Accounts receivable, net................................ 2,738 7,619
Inventory............................................... 10,697 14,923
Prepaid expenses and other current assets............... 2,782 1,982
Net assets of discontinued operations................... 18,382 --
-------- --------
Total current assets................................... 61,944 56,421
Property and equipment, net of accumulated depreciation
and amortization........................................ 20,682 25,004
Other assets, net........................................ 110 537
-------- --------
Total assets........................................... $ 82,736 $ 81,962
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses................... $ 20,740 $ 16,617
Deferred revenue........................................ 505 812
Current portion of long-term debt....................... 141 202
-------- --------
Total current liabilities.............................. 21,386 17,631
Long-term debt........................................... 2,040 7,200
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 1,000 shares
authorized; 8 shares issued as mandatorily redeemable
preferred stock as of January 1, 2000.................. -- --
Common stock, $0.01 par value, 60,000 authorized;
19,544 issued and 18,475 outstanding as of
January 1, 2000; 23,512 issued and outstanding as of
September 30, 2000..................................... 195 236
Additional paid in capital............................... 102,462 147,029
Accumulated deficit...................................... (43,133) (90,134)
-------- --------
59,524 57,131
Less: Treasury stock, at cost............................ 214 --
-------- --------
Total stockholders' equity............................. 59,310 57,131
-------- --------
Total liabilities and stockholders' equity............. $ 82,736 $ 81,962
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 2000 1999 2000
------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenues................................................. $ -- $ 9,014 $ -- $ 22,483
Cost of revenues............................................. -- 6,286 -- 15,742
------- -------- -------- --------
Gross profit.............................................. -- 2,728 -- 6,741
------- -------- -------- --------
Operating expenses:
Sales and marketing......................................... 1,871 8,625 1,871 27,937
Product development......................................... 834 1,920 3,399 5,422
General and administrative.................................. 4,242 2,224 5,268 6,462
Stock-based compensation.................................... 258 510 2,565 4,297
Depreciation and amortization............................... 215 2,135 365 5,467
------- -------- -------- --------
Total operating expenses.................................. 7,420 15,414 13,468 49,585
------- -------- -------- --------
Operating loss............................................... (7,420) (12,686) (13,468) (42,844)
Other (income) expense:
Interest income, net........................................ (303) (308) (146) (826)
------- -------- -------- --------
Loss from continuing operations
before income tax benefit................................... (7,117) (12,378) (13,322) (42,018)
Income tax benefit........................................... -- -- 2,221 --
------- -------- -------- --------
Loss from continuing operations.............................. (7,117) (12,378) (11,101) (42,018)
Discontinued operations:
Income from discontinued operations (less income
tax expense of $583 for the nine-month
period ended September 30, 1999)............................ 550
Gain (loss) on disposition of discontinued
operations (less income tax expense of
$1,390 and $831 for the three- and nine-month
periods ended September 30, 1999)............................ 98 (5,534) (4,983)
------- -------- -------- --------
Net loss..................................................... $(7,019) $(12,378) $(16,085) $(47,001)
======= ======== ======== ========
Losses per share - basic and diluted:
Loss from continuing operations............................. $(0.42) $(0.57) $ (0.92) $ (2.06)
Income from discontinued operations......................... -- -- 0.05 --
Loss on disposition of discontinued operations.............. -- -- (0.46) (0.24)
------- -------- -------- --------
Net loss..................................................... $(0.42) $(0.57) $ (1.33) $ (2.30)
======= ======== ======== ========
Weighted average shares outstanding-
basic and diluted............................................ 16,824 21,817 12,119 20,446
======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------
1999 2000
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss............................................................................. $(16,085) $(47,001)
Deduct:
Income from discontinued operations.......................................... 550 --
Loss on disposition of discontinued operations............................... (5,534) (4,983)
-------- --------
Loss from continuing operations.............................................. (11,101) (42,018)
Adjustments to reconcile net loss from continuing operations to net cash used in
operating activities:
Depreciation and amortization................................................ 365 5,467
Stock-based compensation..................................................... 2,565 4,297
Changes in operating assets and liabilities:
Deferred income taxes.................................................. (2,221) --
Accounts receivable.................................................... -- (4,881)
Inventory.............................................................. (4,669) (4,226)
Prepaid expenses and other current assets.............................. (22) 800
Other assets........................................................... 64 (427)
Accounts payable and accrued expenses and other........................ 11,880 (4,062)
Deferred revenue....................................................... -- 307
Income taxes payable................................................... (1,379) --
-------- --------
Net cash used in continuing operations....................................... (4,518) (44,743)
Net cash (used in) provided by discontinued operations....................... (6,637) 256
-------- --------
Net cash used in operating activities........................................ (11,155) (44,487)
-------- --------
Cash Flows from Investing Activities:
Acquisition of property and equipment, net................................... (13,761) (9,804)
Proceeds from sale of discontinued operations................................ -- 13,200
Purchase of short-term investment............................................ -- (799)
-------- --------
Net cash (used in) provided by investing activities.......................... (13,761) 2,597
-------- --------
Cash Flows from Financing Activities:
Net repayments under lines of credit......................................... (15,113) --
Repayments of capital lease obligation....................................... (95) (71)
Repayments of subordinated note payable...................................... (1,806) --
Proceeds from exercises of common stock options and warrants................. 1,342 541
Proceeds from SOFTBANK agreement............................................. 80,000 --
Proceeds from mortgage note.................................................. -- 5,300
Proceeds from sale of common stock and warrants.............................. -- 39,873
Costs of debt issuance and other............................................. (28) --
-------- --------
Net cash provided by financing activities.................................... 64,300 45,643
-------- --------
Net increase in cash and cash equivalents............................................ 39,385 3,753
Cash and cash equivalents, beginning of period....................................... 83 27,345
-------- --------
Cash and cash equivalents, end of period............................................. $ 39,468 $ 31,098
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
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,
develops and operates the electronic commerce ("e-commerce") sporting goods
businesses of several traditional sporting goods retailers, general
merchandisers, Internet companies and media companies under exclusive long-term
agreements. The Company currently derives virtually all of its revenues from the
sale of sporting goods through the Internet and other electronic media. The
Company currently does not derive revenues from the provision of services to its
partners' e-commerce sporting goods businesses. Each of the Company's partners
owns the URL address of its Web site. Based upon the terms of the agreements
with its partners, the Company owns certain components of the Web sites and the
partners own other components.
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 adjustments and accruals) necessary to present fairly the
financial position, results of operations and cash flows for 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 presented in the Company's Annual Report on Form 10-K/A filed with
the Securities and Exchange Commission on May 2, 2000.
Certain reclassifications have been made to the prior year condensed
consolidated financial statements to conform to those used in the current
period.
NOTE 2- ACCOUNTING POLICIES
Deferred Revenue
Deferred revenue consists of fees to be earned in future periods under an
agreement existing at the balance sheet date, as well as amounts received from
the sale of gift certificates redeemable on our partners' Web sites.
Net Revenues
The Company provides various services to its partners, including the
design, development, maintenance and promotion of customized web sites. The
Company has not derived revenues from the provision of these services. Net
revenues are derived from sales of sporting goods through our partners' Web
sites, direct marketing, business to business group sales and 800-number sales,
and related outbound shipping charges, net of allowances for returns and
discounts. Revenues from product sales are recognized upon the shipment of
product to customers. Revenues may occasionally be recognized on a "bill and
hold" basis when, at the request of our partners to support specific unique
merchandising needs, title and risks of ownership pass to them prior to shipment
and the Company has substantially met its performance obligations. Related
inventories held for such partners were not significant at September 30, 2000.
Net revenues also include fees, recorded as they are earned, related to certain
marketing efforts.
Other sources of revenue, including the sale of gift certificates to the
Company's retail partners' land-based stores and the sale of advertising on the
partners' Web sites, were not significant during the three- and nine-month
periods ended September 30, 2000.
Recent Accounting Pronouncements
Effective July 2, 2000, the Company adopted the Emerging Issues Task Force
of the Financial Accounting Standards Board ("EITF") Statement of Position
Issue 00-2, "Accounting for Web Site Development Costs". This statement provides
guidance on accounting for web site development costs. Adoption of this
statement had no material effect on the Company's results of operations, cash
flows or financial position.
6
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GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
In July, 2000, the EITF reached a consensus on EITF Issue 00-10,
"Accounting for Shipping and Handling Fees and Costs." This consensus requires
that all amounts billed to customers related to shipping and handling, if any,
represent revenue and should be classified as revenue. The Company has
classified shipping charges to customers as revenue.
In September, 2000, the EITF further refined this consensus and stated that
the classification of shipping and handling costs is an accounting policy
decision that should be disclosed pursuant to Accounting Principles Board
Opinion 22. The EITF further stated that a company may adopt a policy of
including shipping and handling costs in cost of sales. However, if shipping
costs or handling costs are significant and are not included in cost of sales, a
company should disclose both the amount(s) of such costs and the line item(s) on
the income statement that include them. This consensus must be adopted by the
Company in the fourth quarter of fiscal 2000 and is not expected to have a
significant impact on the Company's financial position or results of operations.
In December 1999, the Securities and Exchange Commission staff released
Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements,
which provides guidance on the recognition, presentation and disclosure of
revenue in financial statements. In September 2000, the EITF reached consensus
on EITF issue 99-19, Reporting Revenue Gross as a Principal versus Net as an
Agent. Each of these pronouncements is required to be adopted in the fourth
quarter of 2000. The Company does not expect these pronouncements to have a
significant impact on the Company's financial position or results of operations.
NOTE 3 - EARNINGS (LOSSES) PER SHARE
Earnings (losses) per share for all periods have been computed in
accordance with Statement of Financial Accounting Standard No. 128, "Earnings
Per Share". Basic and diluted earnings (losses) per share are computed by
dividing net income by the weighted average number of shares of common stock
outstanding during the period. 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 (losses) per share data are as
follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 2000 1999 2000
------- -------- -------- --------
<S> <C> <C> <C> <C>
Loss from continuing operations.............. $(7,117) $(12,378) $(11,101) $(42,018)
Income from discontinued
operations, net of income taxes............ -- -- 550 --
Gain (loss) on disposition of discontinued
operations, net of income taxes............ 98 (5,534) (4,983)
======= ======== ======== ========
Net loss..................................... $(7,019) $(12,378) $(16,085) $(47,001)
======= ======== ======== ========
Weighted average shares
outstanding - basic and diluted............ 16,824 21,817 12,119 20,446
======= ======== ======== ========
Outstanding common stock options
having no dilutive effect.................. 1,953 3,102 1,953 3,102
======= ======== ======== ========
Outstanding common stock warrants
having no dilutive effect.................. 403 3,709 403 3,709
======= ======== ======== ========
</TABLE>
7
<PAGE>
GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 4 - COMMITMENTS AND CONTINGENCIES
Employment Agreements
As of September 30, 2000, the Company had employment agreements with
several of its officers and other employees for an aggregate annual base salary
of $1.6 million plus bonuses 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.
Advertising and Media Agreements
As of September 30, 2000, the Company was contractually committed for the
purchase of future advertising totaling approximately $ 1.3 million through the
second quarter of the fiscal year ending December 29, 2001. In addition, the
Company contractually committed to provide barter media with a value of no less
than $5.0 million for fiscal 2000. The barter media consists of participation by
a third party in joint advertising that the Company is entitled to receive in
one of its partner's retail stores and newspaper promotions. The Company has no
history of similar advertising arrangements for cash. Accordingly, no revenue or
expense will be recorded for this arrangement. Minimum required joint
advertising with the third party includes specific quantities for combined
traffic in the partner's retail stores and copies of joint newspaper promotions.
NOTE 5 - EQUITY TRANSACTIONS
On September 13, 2000, the Company agreed to sell to Interactive Technology
Holdings, LLC, a joint venture company formed by Comcast Corporation and QVC,
Inc., ("ITH"), 5,000,000 shares of common stock at $8.15 per share in cash, for
an aggregate purchase price of $40.8 million. In addition, ITH agreed to
acquire, for an aggregate purchase price of $562,500, warrants to purchase
2,500,000 shares of the Company's common stock at an exercise price of $10.00
per share and 2,000,000 shares of the Company's common stock at an exercise
price of $8.15 per share. These warrants have terms of five years. This
investment was completed through two separate closings. On September 13, 2000,
ITH invested $14.9 million, and on October 5, 2000, ITH invested $26.4 million.
The Company has granted ITH certain "demand" and "piggy-back" registration
rights with respect to the shares of common stock issued to ITH and issuable to
ITH upon exercise of the warrants.
On April 27, 2000, the Company agreed to sell to funds affiliated with
SOFTBANK America Inc. (collectively "SOFTBANK") 2,500,000 shares of common stock
and to TMCT Ventures, LP ("TMCT") 625,000 shares of common stock at a price of
$8.00 per share in cash for an aggregate purchase price of $25.0 million. The
sale of these shares was completed on May 1, 2000. In addition, as part of this
financing, the Company issued to SOFTBANK warrants to purchase 1,250,000 shares
of common stock and to TMCT warrants to purchase 312,500 shares of common stock.
These warrants have three-year terms and exercise prices of $10.00 per share.
In addition to the warrants described in the preceding paragraphs, the
Company granted options and warrants to purchase 223,350 and 1,643,790 shares of
the Company's common stock to employees, consultants and partners of the
Company during the three- and nine-month periods ended September 30, 2000,
respectively. The range of exercise prices for all options and warrants granted
was from $1.00 to $10.00 for the three-month period ended September 30, 2000 and
$1.00 to $20.75 for the nine-month period ended September 30, 2000. As a result
of the grant of these options and warrants and the amortization of deferred
compensation from prior grants, the Company recorded stock-based compensation
expense of $510,000 for the three-month period ended September 30, 2000 and
$4.3 million for the nine-month period ended September 30, 2000, primarily as a
result of non-employee grants. As of September 30, 2000, the Company had an
aggregate of $2.5 million of deferred compensation remaining to be amortized
over the next five years.
Options and warrants to purchase 10,200 and 112,117 shares of the Company's
common stock were exercised during the three- and nine-month periods ended
September 30, 2000, respectively. The range of exercise prices was from $3.20 to
$6.88 and $3.20 to $15.63 for the three- and nine-month periods ended September
30, 2000, respectively. These exercises resulted in cash
8
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GLOBAL SPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
proceeds to the Company of $52,000 and $536,000 for the three- and nine-month
periods ended September 30, 2000, respectively.
NOTE 6 - BUSINESS SEGMENTS
The Company operates in one principal business segment which sells sporting
goods over the Internet and other electronic media. The Company develops and
operates the e-commerce sporting goods businesses of traditional sporting goods
retailers, general merchandisers, Internet companies and media companies in
domestic markets. All of the Company's net sales, operating results and
identifiable assets are in the United States. See Note 7 for a discussion of the
Company's discontinued operations.
NOTE 7 - DISCONTINUED OPERATIONS
On May 26, 2000, the Company completed the previously announced sale of its
Off-Price and Action Sports division. The Company received $13.2 million in
cash proceeds from the sale. This sale completed the disposition of the
Company's discontinued operations.
During the nine-month period ended September 30, 2000, the Company
recognized an additional loss on the disposition of discontinued operations of
$5.0 million resulting from actual expenses and losses differing from estimated
amounts, uncollectable accounts receivable, and goodwill impairment related to
these businesses. Included in accounts payable and accrued expenses as of
September 30, 2000 is approximately $1.9 million related to certain remaining
obligations of the discontinued operations.
Net sales of discontinued operations for the three- and nine-month periods
ended September 30, 1999 were $38.4 million and $92.5 million, respectively, and
for the nine-month period ended September 30, 2000 were $36.2 million.
Net interest expense related to notes payable of discontinued operations of
$569,000 for the nine-month period ended September 30, 1999 and $619,000 for the
nine-month period ended September 30, 2000, has been allocated to discontinued
operations.
NOTE 8 - MORTGAGE NOTE
On April 20, 2000, the Company entered into a $5.3 million mortgage note
collateralized by the land, building, improvements, furniture and equipment of
its corporate headquarters. The mortgage note has a term of ten years and bears
interest at 8.49% per annum. The Company recorded $115,000 and $204,000 of
interest expense related to this note during the three- and nine-month
periods ended September 30, 2000, respectively.
NOTE 9 - SIGNIFICANT TRANSACTIONS
For the three- and nine-month periods ended September 30, 2000, net
revenues included approximately $2.5 million and $8.3 million, respectively, of
sales of one vendor's product sold primarily through direct marketing in
addition to Web site and other 800-number sales. The resulting accounts
receivable are due over a weighted average period of nine months.
NOTE 10 - RELATED PARTY TRANSACTIONS
The Company has entered into strategic alliances to provide procurement and
fulfillment services for certain partners which are affiliates of SOFTBANK (or
its related companies). The Company recognized net revenues of approximately
$900,000 on sales to these related parties for the three- and nine-month
periods ended September 30, 2000. The terms of these sales are comparable to
those given to other partners of the Company. As of September 30, 2000,
$700,000 was due to the Company for these sales and is included in accounts
receivable.
NOTE 11 - SUBSEQUENT EVENT
On October 24, 2000, the Company entered into a definitive merger agreement
to acquire all of the outstanding shares of Fogdog, Inc. ("Fogdog"), an online
sporting goods retailer. Under the terms of the agreement, upon consummation of
the merger, Fogdog stockholders will receive 0.135 of a share of Global's common
stock for each share of Fogdog common stock. Global expects to issue
approximately 5.0 million shares of common stock in exchange for all issued and
outstanding shares of Fogdog. In addition, Global will assume all of
9
<PAGE>
Fogdog's outstanding options. The transaction, which will be accounted for as a
purchase, is expected to close in the first quarter of 2001, subject to the
satisfaction of certain customary closing conditions, including the approval of
the stockholders of Fogdog and termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements
relating to our operations that are based on management's current expectations,
estimates and projections about our company and the e-commerce industry. Words
such as "expects," "intends," "plans," "projects," "believes," "estimates,"
"anticipates" and variations of these words and similar expressions are used to
identify the forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that
are difficult to predict. Further, we may make forward-looking statements that
are based upon assumptions as to future events that may not prove to be
accurate. Therefore, actual outcomes and results may differ materially from what
we express or forecast in these forward-looking statements. We undertake no
obligation, and do not intend, to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
A number of important factors could cause actual results to differ materially
from those indicated in our forward-looking statements. These factors include
those set forth under the heading "Risk Factors."
OVERVIEW
We develop and operate e-commerce sporting goods businesses for traditional
sporting goods retailers, general merchandisers, Internet companies and media
companies under exclusive long-term agreements. We enable our partners to
capitalize on their existing brand assets to exploit online opportunities in the
sporting goods retail industry. We customize the design of a partner's Web site
with a broad range of characteristics that includes a differentiated user
interface, partner-specific content pages, an extensive electronic catalog of
product descriptions and images, a searchable database and interactive
communication tools. We currently derive virtually all of our revenues from the
sale of sporting goods through the Internet and other electronic media. It is
possible, however, that in the future we may derive revenues from providing
services in connection with the design, development, operation and promotion of
our partners' e-commerce sporting goods businesses.
COMPANY BACKGROUND
Prior to our decision to initiate our e-commerce sporting goods business,
we operated two primary businesses: our Branded division and our Off-Price and
Action Sports division. From inception in 1986 through December 1999, we
designed, marketed and distributed high performance athletic footwear
exclusively for women under the RYKA brand name. From December 1997 through
December 1999, as part of our Branded division, we also designed, marketed and
distributed outdoor footwear under the Yukon brand name. During the same period,
as part of our Off-Price and Action Sports division, we purchased closeouts,
overstocks, canceled orders and excess inventories of athletic, outdoor, casual
and specialty footwear, athletic apparel and athletic equipment from
manufacturers and retailers for resale, and designed and distributed special
make-up athletic equipment.
In April 1999, we formalized our plan to divest these divisions in order to
focus exclusively on the development of our e-commerce business. 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 as discontinued operations.
On June 10, 1999, in order to finance our e-commerce business, we agreed to
sell to funds affiliated with SOFTBANK America, Inc. (collectively "SOFTBANK")
6,153,850 shares of common stock at a price of $13.00 per share for an aggregate
purchase price of approximately $80.0 million. The purchase price reflected the
closing price of our common stock on May 26, 1999, the day prior to the day
SOFTBANK and we agreed in principle to the transaction. The sale of these shares
was completed on July 23, 1999.
On September 24, 1999, in furtherance of our plan to sell our historical
businesses, we entered into an agreement, as amended on March 13, 2000, to sell
our Off-Price and Action Sports division for a cash payment at closing of $13.2
million and the assumption by the purchaser of $4.0 million in indebtedness. The
sale of this division was completed on May 26, 2000. During the nine-month
period ended September, 2000, the Company recognized an additional loss on the
disposition of discontinued operations of $5.0 million resulting from actual
expenses and losses differing from estimated amounts, uncollectable accounts
receivable, and goodwill impairment related to these businesses. Included in
accounts payable and accrued expenses as of September 30, 2000 is approximately
$1.9 million related to certain remaining obligations of the discontinued
operations.
On December 29, 1999, we sold substantially all of the assets of our
Branded Division, other than accounts receivable of approximately $6.6 million
for a cash payment of approximately $10.4 million. For fiscal 1999, we have
recognized a loss of approximately $12.1 million related to the disposition of
this division.
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On April 27, 2000, in order to continue financing our e-commerce
operations, we agreed to sell to funds affiliated with SOFTBANK 2,500,000 shares
of common stock and to TMCT Ventures, LP ("TMCT") 625,000 shares of common stock
at a price of $8.00 per share for an aggregate purchase price of $25.0 million.
The sale of these shares was completed on May 1, 2000. In addition, as part of
this financing, we issued to SOFTBANK warrants to purchase 1,250,000 shares of
common stock and to TMCT warrants to purchase 312,500 shares of common stock.
These warrants have a three-year term and an exercise price of $10.00 per share.
On September 13, 2000, we agreed to sell to Interactive Technology
Holdings, LLC, a joint venture company formed by Comcast Corporation and QVC.
Inc., ("ITH") 5,000,000 shares of common stock at $8.15 per share for an
aggregate purchase price of $40.8 million. In addition, ITH agreed to purchase,
for $562,500, warrants to purchase an additional 4,500,000 shares of common
stock, at prices of $8.15 and $10.00 per share. This investment was completed
through two separate closings. On September 13, 2000, ITH invested $14.9
million, and on October 5, 2000, ITH invested the remaining $26.4 million.
October 24, 2000, we entered into a definitive merger agreement to acquire
all of the outstanding shares of Fogdog, Inc. ("Fogdog"), an online sporting
goods retailer. Under the terms of the agreement, upon consummation of the
merger, Fogdog stockholders will receive 0.135 of a share of our common stock
for each share of Fogdog common stock. We expect to issue approximately
5,000,000 shares of common stock in exchange for all issued and outstanding
shares of Fogdog. In addition, we will assume all of Fogdog's outstanding
options. At September 30, 2000, Fogdog reported a tangible net worth of $45.4
million and cash and marketable securities of $42.5 million. The transaction is
expected to close in the first quarter of 2001.
RESULTS OF OPERATIONS
We did not launch our partners' Web sites and begin generating revenues
from our e-commerce business until the fourth quarter of fiscal 1999. As a
result, our historical financial statements are of limited use in making an
investment decision because they principally reflect our discontinued
operations. Our financial statements for periods prior to the fourth quarter of
fiscal 1999 reflect only certain operating expenses related to our continuing
operations. Our financial statements for the fourth quarter of fiscal 1999 and
forward reflect our e-commerce business.
Three- and Nine-Month Periods Ended September 30, 2000 Compared to the
Three- and Nine-Month Periods Ended September 30, 1999 (in thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 2000 1999 2000
------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenues........................... $ -- $ 9,014 $ -- $ 22,483
Cost of revenues....................... -- 6,286 -- 15,742
------- -------- -------- --------
Gross profit.......................... -- 2,728 -- 6,741
------- -------- -------- --------
Operating expenses:
Sales and marketing................... 1,871 8,625 1,871 27,937
Product development................... 834 1,920 3,399 5,422
General and administrative............ 4,242 2,224 5,268 6,462
Stock-based compensation.............. 258 510 2,565 4,297
Depreciation and amortization......... 215 2,135 365 5,467
------- -------- -------- --------
Total operating expenses............. 7,420 15,414 13,468 49,585
------- -------- -------- --------
Operating loss......................... (7,420) (12,686) (13,468) (42,844)
Interest income, net.................. (303) (308) (146) (826)
------- -------- -------- --------
Loss from continuing operations before
income tax benefit.................... (7,117) (12,378) (13,322) (42,018)
Income tax benefit...................... -- -- 2,221 --
------- -------- -------- --------
Loss from continuing operations........ $(7,117) $(12,378) $(11,101) $(42,018)
======= ======== ======== ========
</TABLE>
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Net Revenues. Net revenues are derived from sales of sporting goods through
our partners' Web sites, direct marketing, business to business group sales and
800-number sales, and related outbound shipping charges, net of returns and
discounts. Net revenues are also derived from fees earned in connection with
marketing efforts. Net revenues are recorded as these fees are earned. Net
revenues included $2.5 million and $8.3 million for the three- and nine-month
periods ended September 30, 2000 from sales of one of our vendor's products
primarily through direct marketing in addition to Web site and other 800- number
sales.
Cost of Revenues. Cost of revenues include the cost of products sold and
inbound freight related to these products, as well as outbound shipping costs,
other than those related to our subsidized shipping promotions which are
included in sales and marketing expenses. Costs of revenues were 69.7% and 70.0%
of net revenues for the three- and nine-month periods ended September 30, 2000.
Gross Profit. As a percentage of net revenues, gross profit was 30.3% and
30.0% for the three and nine-month periods ended September 30, 2000.
Sales and Marketing Expenses. Sales and marketing expenses include
advertising and promotional expenses, including subsidized shipping costs,
distribution facility expenses, customer service costs, merchandising costs and
payroll and related expenses. These expenses also include partner revenue
shares, which are payments made to our partners' in exchange for the use of
their brands, the promotion of our partner's URL's in their marketing and
communication materials, the implementation of programs to provide incentives to
our partners' in-store customers to shop online and other programs and services
provided to the customers of our partners' Web sites. Partner revenue shares
were not significant in the three- or nine-month periods ended September 30,
2000. The increase in sales and marketing expenses in the three- and nine-month
periods ended September 30, 2000 compared to the comparable periods in fiscal
1999 was primarily the result of increased personnel, fulfillment and marketing
costs in fiscal 2000 due to the fact that we did not begin operating our e-
commerce business until the fourth quarter of fiscal 1999. In addition, during
the three- and nine-month periods ended September 30, 2000, we incurred certain
costs associated with the fulfillment of orders from two distribution centers
during the third quarter of fiscal 2000. Beginning in October, 2000, we
consolidated our fulfillment operations in one distribution center operated by
us. Accordingly, beginning in the fourth quarter of fiscal 2000, sales and
marketing expenses will reflect this consolidation.
Product Development Expenses. Product development expenses consist
primarily of expenses associated with content development, building, developing
and operating our partners' Web sites and payroll and related expenses for
engineering, production, creative and management information systems. The
increase in these expenses in the three- and nine-month periods ended September
30, 2000 compared to the comparable periods in fiscal 1999 was primarily the
result of the increased number of Web sites that we operated and maintained, and
increased support costs associated with our management information systems.
General and Administrative Expenses. General and administrative expenses
consist primarily of payroll and related expenses associated with executive,
finance, human resources, legal and administrative personnel as well as
occupancy costs for the corporate headquarters. The decrease in these expenses
in the three-month period ended September 30, 2000 compared to the comparable
period in 1999 was due to non-recurring costs incurred in 1999 that were related
to the re-structuring of operations to focus on our e-commerce business. The
increase in these expenses in the nine-month period ended September 30, 2000
compared to the comparable period in fiscal 1999 was primarily the result of
increased personnel to support our e-commerce business, increased occupancy
costs associated with our corporate headquarters, and recruiting and other
professional fees.
Depreciation and Amortization Expenses. Depreciation and amortization
expenses relate primarily to the depreciation of the capitalized costs for our
technology, hardware and software, as well as for our corporate headquarters and
improvements, furniture and fixtures. The increase in these expenses in the
three- and nine-month periods ended September 30, 2000 compared to the
comparable periods in fiscal 1999 was due to the fact that most of the fixed
assets used in our e-commerce business were not placed into service until the
fourth quarter of fiscal 1999.
Stock-Based Compensation Expense. Stock-based compensation expense consists
of the amortization of deferred compensation expense for options granted to
employees and certain non-employees and the value of the options or warrants
granted to certain partners and investors. The increase in stock-based
compensation in the three- and nine-month periods ended September 30, 2000
compared to the comparable periods in fiscal 1999 was the result of charges
associated with the sales of common stock and warrants to investors and the
issuance of stock options to certain of our employees, offset by lower charges
related to warrants issued to our partners. As of September 30, 2000, we had an
aggregate of $2.3 million of deferred compensation remaining to be amortized
over the next five years.
Interest (Income) Expense. Interest income consisted of interest earned on
cash, cash equivalents and short-term investments. In the three-month period
ended September 30, 2000, we had interest income of $308,000, net of interest
expense of $87,000, and in the nine-month period ended September 30, 2000, we
had interest income of $826,000, net of interest expense of $177,000. This
compares to interest income of $303,000, net of interest expense of $101,000,
for the three-month period and $146,000, net of interest
13
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expense of $258,000, for the nine-month period ended September 30, 1999.
Interest expense in fiscal 2000 related primarily to a mortgage note on our
corporate headquarters. Interest expense in fiscal 1999 related primarily to
bank borrowings of our historical businesses.
Income Taxes. Since the sales of our Branded and Off-Price and Action
Sports Divisions, we have not generated taxable income. Net operating
losses generated have been carried back to offset income taxes paid in prior
years. The remaining net operating losses will be carried forward. Any otherwise
recognizable deferred tax assets have been offset by a valuation allowance for
the net operating loss carryforward in accordance with Financial Accounting
Standards Board Pronouncement 109.
Non-Income Taxes. During the second quarter of fiscal 2000, we leased
a warehouse and distribution facility in a Kentucky Enterprise Zone. This
affords us with certain sales tax relief and other payroll related benefits.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we financed our operations through a combination of
internally generated funds, equity financings, subordinated borrowings and bank
credit facilities. We used our bank credit facilities to fund our investment in
accounts receivable and inventory necessary to support our historical
businesses.
In connection with our decision to focus on our e-commerce business, we
raised approximately $80.0 million in gross proceeds through an equity financing
with SOFTBANK in July, 1999. We used part of the proceeds from this financing to
repay the balance on our then outstanding lines of credit, reduce trade payables
and provide operating capital related to our historical businesses. We also used
part of the proceeds to acquire property and equipment and fund the working
capital needs of our e-commerce business.
On April 20, 2000, we received approximately $5.3 million in gross proceeds
through the mortgage financing of our corporate headquarters.
On April 27, 2000, we raised approximately $25.0 million in gross proceeds
through an equity financing with Softbank and TMCT. On September 13, 2000, we
raised $14.9 million in gross proceeds, and on October 5, 2000, we raised an
additional $26.4 million in gross proceeds, through an equity financing with
ITH. We used the proceeds of these financings for working capital needs and
general business purposes, including the acquisition of property and equipment
required to operate our e-commerce business.
As of September 30, 2000, we had cash and cash equivalents of approximately
$31.1 million and working capital of approximately $38.8 million. We have
incurred substantial costs to develop our e-commerce business and to recruit,
train and compensate personnel for our creative, engineering, marketing,
merchandising, customer service, management information systems and
administration departments. As a result, we incurred substantial losses in
fiscal 1999 and during the first three quarters of fiscal 2000. As of
September 30, 2000, we had an accumulated deficit of $90.1 million. In order to
expand our e-commerce business, we intend to invest in operations, Web site
development, merchandising and additional personnel in certain areas of the
business. In addition, during the third quarter of fiscal 2000, we invested in
the required technology, equipment and personnel to make our Kentucky
distribution center fully operational. Based on these factors, we could continue
to incur operating losses for the foreseeable future.
We used approximately $44.7 million in net cash for operating activities of
continuing operations during the nine-month period ended September 30, 2000 and
approximately $4.5 million in net cash for operating activities of continuing
operations during the nine-month period ended September 30, 1999. Net cash used
for operating activities of continuing operations during the nine-month period
ended September 30, 2000 was primarily the result of net losses from continuing
operations and changes in inventory, accounts receivable, other assets and
accounts payable and accrued expenses, offset, in part, by changes in prepaid
expenses, deferred revenue, depreciation and amortization expense and stock-
based compensation expense. Net cash used for operating activities of continuing
operations during the nine-month period ended September 30, 1999 was primarily
the result of net losses from continuing operations and changes in inventory,
deferred income taxes and income taxes payable, offset, in part, by accounts
payable and accrued expenses, depreciation and amortization and stock-based
compensation expense.
Our investing activities during the nine-month period ended September 30,
2000 consisted of purchases of property and equipment. We made capital
expenditures of approximately $9.8 million during the nine-month period ended
September 30, 2000. In addition, we received $13.2 million in cash proceeds for
the sale of our Off-Price and Action Sports division during the nine-month
period ended September 30, 2000. During the nine-month period ended September
30, 1999, our investing activities consisted of purchases of property and
equipment of $13.8 million.
As of September 30, 2000, we had commitments of approximately $1.3 million
relating to the implementation of advertising and promotion programs. In
addition, we have agreed to provide a third party with not less than $5.0
million of barter media during the term of our agreement with that party. The
barter media consists of including the third party's logo on mutually agreed
upon advertising in a partner's retail stores and newspaper promotions.
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<PAGE>
To date, we have financed our e-commerce operation primarily from the sale
of equity securities. Management expects that our current cash, the cash
received from ITH on October 5, 2000 and the collection of accounts receivable
will be sufficient to meet our anticipated cash needs for at least the next 12
months. However, our revenues must increase significantly to internally fund our
anticipated operating expenses. If cash flows are insufficient to fund these
expenses, we may need to raise additional funds in future periods through public
or private financings or other arrangements to fund our operations until we
achieve profitability. Failure to raise future capital when needed could
seriously harm our business and operating results. If additional funds are
raised through the issuance of equity securities, the percentage ownership of
our stockholders would be reduced. Furthermore, these equity securities might
have rights, preferences or privileges senior to our common stock.
SEASONALITY
We expect to experience seasonal fluctuations in our revenues. These
seasonal patterns will cause quarterly fluctuations in our operating results. In
particular, we expect that the fourth fiscal quarter will account for a large
percentage of our total annual sales. We believe that results of operations for
a quarterly period may not be indicative of the results for any other quarter or
for the full year.
INFLATION
Management believes that inflation has not had a material effect on our
operations.
RISK FACTORS
Any investment in shares of our common stock involves a high degree of
risk. Investors should carefully consider the following information about these
risks, together with the other information contained in this Quarterly Report on
Form 10-Q and our Annual Report on Form 10-K/A filed with the Securities and
Exchange Commission on May 2, 2000. If any of the following risks occur, our
business could be materially harmed. In these circumstances, the market price of
our common stock could decline, and investors may lose all or part of the money
paid to buy our common stock. This Quarterly Report on Form 10-Q and our Annual
Report on Form 10-K/A filed with the Securities and Exchange Commission on May
2, 2000 contain forward-looking statements that involve risks and uncertainties.
Many factors, including those described below, may cause actual results to
differ materially from anticipated results.
Risks Particular to Our Business
Our future success cannot be predicted based upon our limited e-commerce
operating history.
Although we commenced operations in 1987, we did not initiate our
e-commerce business until the first quarter of fiscal 1999 and did not begin
operating our e-commerce business until the fourth quarter of fiscal 1999. Prior
to the fourth quarter of fiscal 1999, when we launched the e-commerce sporting
goods business we operate for our partners, 100% of our revenues had been
generated by our discontinued operations. Now that the sale of the discontinued
operations has been completed, 100% of our revenues are generated through our
e-commerce business. Based on our limited experience with our e-commerce
business, it is difficult to predict whether we will be successful. Thus, our
chances of financial and operational success should be evaluated in light of the
risks, uncertainties, expenses, delays and difficulties associated with
operating a business in a relatively new and unproven market, many of which may
be beyond our control. Our failure to address these issues could have a material
adverse effect on our business, results of operations and financial condition.
We expect increases in our operating expenses and continuing losses.
We incurred substantial losses for fiscal 1999 and the first three quarters
of fiscal 2000 and, as of September 30, 2000, we had an accumulated deficit of
$90.1 million. We have not achieved profitability from our continuing
operations. We may not obtain enough customer traffic or a high enough volume of
purchases from our partners' e-commerce sporting goods businesses to generate
sufficient revenues to achieve profitability. We believe that we could continue
to incur operating and net losses for the forseeable future. We believe that our
losses in fiscal 2000 will be significantly greater than our losses in fiscal
1999. There can be no assurances that we will be able to reverse these
accelerating losses.
We will continue to incur significant operating expenses and capital
expenditures as we:
- Develop our distribution and order fulfillment capabilities;
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<PAGE>
- Improve our order processing systems and capabilities;
- Develop enhanced technologies and features to improve our partners' e-
commerce sporting goods businesses;
- Expand our customer service capabilities to better serve our customers'
needs;
- Increase our general and administrative functions to support our growing
operations; and
- Increase our sales and marketing activities.
Because we will incur many of these expenses before we receive any revenues
from our efforts, our losses will be greater than the losses we would incur if
we developed our business more slowly. In addition, we may find that these
efforts are more expensive than we currently anticipate, which would further
increase our losses. Also, the timing of these expenses may contribute to
fluctuations in our quarterly operating results.
Our success is tied to the success of the sporting goods industry and our
partners for which we operate e-commerce sporting goods businesses.
Our future success is substantially dependent upon the success of the
sporting goods industry and our partners for which we operate e-commerce
sporting goods businesses. From time to time, the sporting goods industry has
experienced downturns. Any downturn in the sporting goods industry could
adversely affect our business. In addition, if our partners were to have
financial difficulties or seek protection from their creditors, or if we are
unable to replace our partners or obtain new partners, it could adversely affect
our business, financial condition and results of operations.
We enter into long-term contracts with our partners. If we do not maintain
good working relationships with our partners or perform as required under these
agreements it could adversely affect our business.
We enter into contracts with our partners with terms ranging from five to
fifteen years. These agreements establish new and complex relationships between
our partners and us. We spend a significant amount of time and effort to
maintain our relationships with our partners and address the issues that from
time to time may arise from these new and complex relationships. If we do not
maintain a good working relationship with our partners or perform as required
under these agreements, our partners could seek to terminate the agreements
prior to the end of the term or they could decide not to renew the contracts at
the end of the term. This could adversely affect our business, financial
condition and results of operations. Moreover, our partners could decide not to
renew these contracts for reasons not related to our performance.
Our operating results are difficult to predict. If we fail to meet the
expectations of public market analysts and investors, the market price of our
common stock may decline significantly.
Our annual and quarterly operating results may fluctuate significantly in the
future due to a variety of factors, many of which are outside of our control.
Because our operating results may be volatile and difficult to predict, quarter-
to-quarter comparisons of our operating results may not be a good indication of
our future performance. In some future quarter our operating results may fall
below the expectations of securities analysts and investors. In this event, the
trading price of our common stock may decline significantly.
Factors that may harm our business or cause our operating results to
fluctuate include the following:
- our inability to retain existing partners or to obtain new partners;
- our inability to obtain new customers at a reasonable cost, retain existing
customers or encourage repeat purchases;
- decreases in the number of visitors to the e-commerce sporting goods
businesses operated by us or the inability to convert these visitors into
customers;
- our failure to offer an appealing mix of sporting goods, apparel, footwear
and other products;
- our inability to adequately maintain, upgrade and develop our partners' Web
sites, the systems used to process customers' orders and payments or our
computer network;
- the ability of our competitors to offer new or superior e-commerce sporting
goods businesses, services or products;
- price competition that results in lower profit margins or losses;
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<PAGE>
- our inability to obtain specific products and brands or unwillingness of
vendors to sell their products to us;
- unanticipated fluctuations in the amount of consumer spending on sporting
goods and related products, which tend to be discretionary spending items;
- increases in the cost of advertising;
- increases in the amount and timing of operating costs and capital
expenditures relating to expansion of our operations;
- unexpected increases in shipping costs or delivery times, particularly
during the holiday season;
- technical difficulties, system security breaches, system downtime or
Internet slowdowns;
- seasonality;
- our inability to manage inventory levels or control inventory theft;
- our inability to manage distribution operations or provide adequate levels
of customer service;
- an increase in the level of our product returns;
- government regulations related to use of the Internet for commerce; and
- unfavorable economic conditions specific to the Internet, e-commerce or the
sporting goods industry.
Seasonal fluctuations in the sales of sporting goods could cause wide
fluctuations in our quarterly results.
We expect to experience seasonal fluctuations in our revenues. These seasonal
patterns will cause quarterly fluctuations in our operating results. In
particular, we expect that our fourth fiscal quarter will account for a large
percentage of our total annual revenues. In anticipation of increased sales
activity during our fourth fiscal quarter, we may hire a significant number of
temporary employees to bolster our permanent staff and significantly increase
our inventory levels. For this reason, if our revenues were below seasonal
expectations during the fourth fiscal quarter, our annual operating results
could be below the expectations of securities analysts and investors.
Due to the limited operating history of our e-commerce business, it is
difficult to predict the seasonal pattern of our sales and the impact of this
seasonality on our business and financial results. In the future, our seasonal
sales patterns may become more pronounced, may strain our personnel, product
distribution and shipment activities and may cause a shortfall in revenues as
compared to expenses in a given period.
We have been unable to fund our e-commerce operations with the cash generated
from our business. If we do not generate cash sufficient to fund our operations,
we may need additional financing to continue our growth or our growth may be
limited.
Because we have not generated sufficient cash from operations to date, we
have funded our e-commerce operations primarily from the sale of equity
securities. Cash from revenues must increase significantly for us to fund
anticipated operating expenses internally. If our cash flows are insufficient to
fund these expenses, we may need to fund our growth through additional debt or
equity financings or reduce costs. Further, we may not be able to obtain
financing on satisfactory terms. Our inability to finance our growth, either
internally or externally, may limit our growth potential and our ability to
execute our business strategy. If we issue securities to raise capital, our
existing stockholders may experience additional dilution or the new securities
may have rights senior to those of our common stock.
We must develop and maintain relationships with key brand manufacturers to
obtain a sufficient assortment and quantity of quality merchandise on acceptable
commercial terms. If we are unable to do so, it could adversely affect our
business, results of operations and financial condition.
We primarily purchase the products we offer directly from the manufacturers
of the products. If we are unable to develop and maintain relationships with
these manufacturers, we may be unable to obtain or continue to carry a
sufficient assortment and quantity of quality merchandise on acceptable
commercial terms and our business could be adversely impacted. We do not have
written contracts with most of our manufacturers. Manufacturers could stop
selling products to us and may ask us to remove their products or logos from our
partners' Web sites. In some circumstances, our partners purchase products
directly from manufacturers for sale on their Web sites. If we or our partners
are unable to obtain products directly from manufacturers, especially popular
brand manufacturers, we may not be able to obtain the same or comparable
merchandise in a timely manner or on acceptable commercial
17
<PAGE>
terms. We currently do not offer some popular brands of sporting goods, such as
Nike. There can be no assurance that we will be able to offer these brands in
the future. If we are unable to offer a sufficient assortment and quantity of
quality products at acceptable prices, we may lose sales and market share.
Capacity constraints or system failures could materially and adversely affect
our business, results of operations and financial condition.
Any system failure, including network, software or hardware failure, that
causes interruption of the availability of our partners' Web sites could result
in decreased usage of these Web sites. If these failures are sustained or
repeated, they could reduce the attractiveness of our partners' Web sites to
customers, vendors and advertisers. Our operations are subject to damage or
interruption from:
- fire, flood, earthquake or other natural disasters;
- power losses, interruptions or brown-outs;
- Internet, telecommunications or data network failures;
- physical and electronic break-ins or security breaches;
- computer viruses; and
- other similar events.
We launched our first partners' e-commerce sporting goods businesses in the
fourth quarter of fiscal 1999. The limited time during which we have been
operating these businesses, as well as the inherent unpredictability of the
events described above, makes it difficult to predict whether the occurrence of
any of these events is likely. If any of these events do occur, they could
result in interruptions, delays or cessation in service to users of our
partners' Web sites, which could have a material adverse effect on our business,
results of operations and financial condition.
In addition, we maintain our computers on which we operate our partners' Web
sites at the site of a third-party provider. We cannot control the maintenance
and operation of this site, which is also susceptible to similar disasters and
problems. Our insurance policies may not adequately compensate us for any losses
that we may incur. Any system failure that causes an interruption in our service
or a decrease in responsiveness could harm our relationships with our customers
and result in reduced revenues.
We may be unable to protect our proprietary technology or keep up with that
of our competitors.
Our success depends to a significant degree upon the protection of our
software and other proprietary intellectual property rights. We may be unable to
deter misappropriation of our proprietary information, detect unauthorized use
and take appropriate steps to enforce our intellectual property rights. In
addition, our competitors could, without violating our proprietary rights,
develop technologies that are as good as or better than our technology.
Our failure to protect our software and other proprietary intellectual
property rights or to develop technologies that are as good as our competitors'
could put us at a disadvantage to our competitors. In addition, the failure of
our partners to protect their intellectual property rights, including their
domain names, could impair our operations. These failures could have a material
adverse effect on our business, results of operations and financial condition.
If we do not respond to rapid technological changes, our services could
become obsolete and we could lose customers.
We may face material delays in introducing new services, products and
enhancements. If this happens, our customers may forego the use of our partners'
e-commerce sporting goods businesses and use those of our competitors. To remain
competitive, we must continue to enhance and improve the functionality and
features of our partners' e-commerce sporting goods businesses. The Internet and
the online commerce industry are rapidly changing. If competitors introduce new
products and services using new technologies or if new industry standards and
practices emerge, our partners' existing Web sites and our proprietary
technology and systems may become obsolete.
Developing our partners' e-commerce sporting goods businesses and other
proprietary technology entails significant technical and business risks. We may
use new technologies ineffectively or we may fail to adapt our partners' Web
sites, our order processing systems and our computer network to meet customer
requirements or emerging industry standards.
We may be subject to intellectual property claims that could be costly and
could disrupt our business.
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<PAGE>
Third-parties may assert that our business or technologies infringe their
intellectual property rights. From time to time, we may receive notices from
third-parties questioning our right to present specific images or logos on our
partners' Web sites, or stating that we have infringed their trademarks or
copyrights. We may in the future receive claims that we are engaging in unfair
competition or other illegal trade practices. We may be unsuccessful in
defending against any of these claims, which could result in substantial
damages, fines or other penalties. The resolution of a claim could also require
us to change how we do business, redesign our partners' Web sites and other
systems or enter into burdensome royalty or licensing agreements. These license
or royalty agreements, if required, may not be available on acceptable terms, if
at all, in the event of a successful claim of infringement. Our insurance
coverage may not be adequate to cover every claim that third-parties could
assert against us. Even unsuccessful claims could result in significant legal
fees and other expenses, diversion of management's time and disruptions in our
business. Any of these claims could also harm our reputation.
We rely on our developing relationships with online services, search engines,
directories and other Web sites and e-commerce businesses to drive traffic to
the e-commerce sporting goods businesses we operate. If we are unable to develop
or maintain these relationships, our business, financial condition and results
of operations could be adversely affected.
We are developing relationships with online services, search engines,
directories and other Web sites and e-commerce businesses to provide content,
advertising banners and other links that link to our partners' Web sites. We
expect to rely on these relationships as significant sources of traffic to our
partners' Web sites and to generate new customers. If we are unable to develop
satisfactory relationships on acceptable terms, our ability to attract new
customers could be harmed. Further, many of the parties with which we may have
online advertising arrangements could provide advertising services for other
marketers of sporting goods. As a result, these parties may be reluctant to
enter into or maintain relationships with us. Failure to achieve sufficient
traffic or generate sufficient revenue from purchases originating from third-
parties may result in termination of these types of relationships. Without these
relationships, we may not be able to sufficiently increase our market share and
our business, financial condition and results of operations could be adversely
affected.
Our success is dependent upon our executive officers and other key personnel.
Our success depends to a significant degree upon the contribution of our
executive officers and other key personnel, particularly Michael G. Rubin,
Chairman and Chief Executive Officer. We have employment agreements with some of
our executive officers and key personnel. We cannot be sure, however, that we
will be able to retain or attract executive, managerial and other key personnel.
We have obtained key person life insurance for Mr. Rubin in the amount of $7.25
million. We have not obtained key person life insurance on any of our other
executive officers or key personnel.
We may be unable to hire and retain the skilled personnel necessary to
develop our business.
We intend to hire a number of skilled personnel in fiscal 2000 and beyond.
Competition for these individuals is intense, and we may not be able to attract,
assimilate or retain highly qualified personnel in the future. Our failure to
attract and retain the highly trained personnel that are integral to our
business may limit our growth rate, which would harm our business.
We may not be able to compete successfully against current and future
competitors, which could harm our margins and our business.
The e-commerce market is rapidly evolving and extremely competitive.
Increased competition could result in price reductions, reduced gross margins
and loss of market share, any of which could seriously harm our business,
financial condition and results of operations. We compete with a variety of
companies, including:
- online sporting goods retailers such as lucy.com;
- general merchandise e-commerce companies such as Mercata.com, Onsale.com,
and uBid.com;
- e-commerce business that are associated with full-line sporting good
retailers such as Dsports.com associated with Dick's Sporting Goods,
MVP.com, associated with Galyans and Shopsports.com associated with
Copeland's;
- e-commerce businesses of specialty sporting goods retailers and catalogs
such as Footlocker.com and REI.com;
- e-commerce business of traditional general merchandise retailers such as
Target.com and WalMart.com; and
- e-commerce businesses of sporting goods manufacturers such as adidas.com
and Nike.com.
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In addition, we compete with companies that can provide part of our solutions
to companies that wish to establish e-commerce sporting goods businesses,
including:
- Web site developers, such as Sapient, Scient and Viant; and
- third-party fulfillment and customer services providers, such as
Fingerhut, Keystone Internet Services and ClientLogic.
Finally, we compete with traditional channels of distribution for sporting
goods, including full-line sporting goods retailers, specialty sporting goods
retailers, general merchandise retailers, catalogs and manufacturers' direct
stores.
If we experience problems in our fulfillment, warehouse and distribution
operations, we could lose customers.
Although we operate our own fulfillment center, we rely solely upon multiple
third-parties to handle the shipment of our products. We also rely on certain
vendors to ship product directly to our customers. As a result, we are subject
to the risks associated with the ability of these vendors to successfully and
timely ship customer orders and to successfully handle our inventory delivery
services to meet our shipping needs. The failure of these vendors to provide
these services, or the termination or interruption of these services, could
adversely affect our business, results of operations and financial condition.
Sporting goods and apparel are subject to changing consumer preferences. If
we fail to anticipate these changes, we could experience lower sales, higher
inventory markdowns and lower margins.
Our success depends upon our ability to anticipate and respond to trends in
sporting goods merchandise and consumers' participation in sports. Consumers'
tastes in apparel and sporting goods equipment are subject to frequent and
significant changes, due in part to manufacturers' efforts to incorporate
advanced technologies into some types of sporting goods. In addition, the level
of consumer interest in a given sport can fluctuate dramatically. Prior to
commencing our e-commerce business, our businesses were primarily concentrated
in athletic footwear and apparel. Accordingly, we do not have experience in the
full range of sporting goods. If we fail to identify and respond to changes in
sporting goods merchandising and recreational sports participation, our sales
could suffer and we could be required to mark down unsold inventory. This would
depress our profit margins. In addition, any failure to keep pace with changes
in consumers' recreational sports habits could allow our competitors to gain
market share which could have an adverse effect on our business, results of
operations and financial condition.
High merchandise returns could adversely affect our business, financial
condition and results of operations.
Our policy for allowing our customers to return products is consistent with
the policies of each of our partners for which we operate e-commerce sporting
goods businesses. Our ability to handle a large volume of returns is unproven.
If merchandise returns are significant, our business, financial condition and
results of operations could be adversely affected.
We may be subject to product liability claims that could be costly and time
consuming.
We sell products manufactured by third-parties, some of which may be
defective. If any product that we sell were to cause physical injury or injury
to property, the injured party or parties could bring claims against us as the
retailer of the product. Our insurance coverage may not be adequate to cover
every claim that could be asserted. Similarly, we could be subject to claims
that users of our partners' Web sites were harmed due to their reliance on our
product information, product selection guides, advice or instructions. If a
successful claim were brought against us in excess of our insurance coverage, it
could adversely affect our business. Even unsuccessful claims could result in
the expenditure of funds and management time and could have a negative impact on
our business.
We may be liable if third-parties misappropriate our customers' personal
information.
If third-parties are able to penetrate our network security or otherwise
misappropriate our customers' personal information or credit card information,
we could be subject to liability. This liability could include claims for
unauthorized purchases with credit card information, impersonation or other
similar fraud claims. They could also include claims for other misuses of
personal information, including unauthorized marketing purposes. These claims
could result in litigation. Liability for misappropriation of this information
could adversely affect our business. In addition, the Federal Trade Commission
and state agencies have been investigating various Internet companies regarding
their use of personal information. We could incur additional expenses if new
regulations regarding the use of personal information are introduced or if
government agencies investigate our privacy practices.
We are controlled by certain principal stockholders.
As of November 1, 2000, Michael G. Rubin, our Chairman and Chief Executive
Officer, beneficially owned 30.0%, SOFTBANK beneficially owned 32.9%, and ITH
beneficially owned 19.0% of our outstanding common stock. Should they decide to
act in concert, Mr. Rubin, SOFTBANK,
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and ITH are in a position to exercise control over most matters requiring
stockholder approval, including the election or removal of directors, approval
of significant corporate transactions, and the ability generally to direct our
affairs. Furthermore, the stock purchase agreements pursuant to which SOFTBANK
and ITH acquired their shares of our common stock provide that SOFTBANK has the
right to designate up to three members of our board and ITH up to two members.
This concentration of ownership and SOFTBANK's and ITH's right to designate
members to our board may have the effect of delaying or preventing a change in
control of us, including transactions where stockholders might otherwise receive
a premium over current market prices for their shares.
There are risks associated with potential acquisitions. As a result, we may
not achieve the expected benefits of potential acquisitions.
If we are presented with appropriate opportunities, we may make investments
in complementary companies, products or technologies or we may purchase other
companies. We may not realize the anticipated benefits of any investment or
acquisition. We may not be able to successfully assimilate the additional
personnel, operations, acquired technology and products into our business. Any
acquisition may further strain our existing financial and managerial controls
and reporting systems and procedures. In addition, key personnel of the acquired
company may decide not to work for us. These difficulties could disrupt our
ongoing business, distract our management and employees or increase our
expenses. Further, the physical expansion in facilities that would occur as a
result of any acquisition may result in disruptions that seriously impair our
business. Finally, we may have to incur debt or issue equity securities to pay
for any acquisitions or investments, the issuance of which could be dilutive to
our stockholders.
We may expand our business internationally, causing our business to become
increasingly susceptible to numerous international business risks and challenges
that could affect our profitability.
We believe that the current globalization of the economy requires businesses
to consider pursuing international expansion. In the future, we may expand into
international markets. International sales are subject to inherent risks and
challenges that could adversely affect our profitability, including:
- the need to develop new supplier and manufacturer relationships,
particularly because major sporting good manufacturers may require that our
international operations deal with local distributors;
- unexpected changes in international regulatory requirements and tariffs;
- difficulties in staffing and managing foreign operations;
- longer payment cycles from credit card companies;
- greater difficulty in accounts receivable collection;
- potential adverse tax consequences;
- price controls or other restrictions on foreign currency; and
- difficulties in obtaining export and import licenses.
To the extent we generate international sales in the future, any negative
impact on our international business could negatively impact our business,
operating results and financial condition as a whole. In particular, gains and
losses on the conversion of foreign payments into United States dollars may
contribute to fluctuations in our results of operations and fluctuating exchange
rates could cause reduced gross revenues and/or gross margins from dollar-
denominated international sales.
We have never paid dividends on our common stock and do not anticipate paying
dividends in the foreseeable future.
We have never paid cash dividends on our common stock and do not anticipate
that any cash dividends will be declared or paid in the foreseeable future.
It may be difficult for a third-party to acquire our company and this could
depress our stock price.
Pursuant to our amended and restated certificate of incorporation, we have
authorized a class of 1,000,000 shares of preferred stock, which the board of
directors may issue with terms, rights, preferences and designations as the
board may determine and without any vote of the stockholders, unless otherwise
required by law. Issuing the preferred stock, depending upon the rights,
preferences and designations set by the board, may delay, deter or prevent a
change in control of our company. Issuing additional shares of common stock
could result in dilution of the voting power of the current holders of our
common stock. In addition, "anti-takeover" provisions
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of Delaware law may restrict the ability of the stockholders to approve a merger
or business combination or obtain control of our company.
There are limitations on the liabilities of our directors.
Pursuant to our amended and restated certificate of incorporation and under
Delaware law, our directors are not liable to us or our stockholders for
monetary damages for breach of fiduciary duty, except for liability for breach
of a director's duty of loyalty, acts or omissions by a director not in good
faith or which involve intentional misconduct or a knowing violation of law, for
dividend payments or stock repurchases that are unlawful under Delaware law or
any transaction in which a director has derived an improper personal benefit.
There are risks relating to our Year 2000 compliance.
Many existing computer software programs and operating systems were designed
such that the year 1999 is the maximum date that many computer systems will be
able to process. We addressed the potential problems posed by this limitation in
our systems software to assure that it was prepared for the Year 2000. We did
not incur any Year 2000 problem as a result of the passage of January 1, 2000.
However, it is possible that problems may occur even after arrival of the Year
2000. If we or third parties with which we conduct material business experience
problems caused by Year 2000 problems, there may be a material adverse effect on
our results of operations.
Risks Related to the Internet Industry
Our success is tied to the continued growth in the use of the Internet and
the adequacy of the Internet infrastructure.
Our future success is substantially dependent upon continued growth in the
use of the Internet. The number of users and advertisers on the Internet may not
increase and commerce over the Internet may not become more accepted and
widespread for a number of reasons, including:
- actual or perceived lack of security of information or privacy protection,
including credit card numbers;
- lack of access and ease of use;
- congestion of traffic on the Internet;
- inconsistent quality of service and lack of availability of cost-effective,
high-speed service;
- possible disruptions, computer viruses or other damage to the Internet
servers or to users' computers;
- excessive governmental regulation;
- uncertainty regarding intellectual property ownership; and
- lack of high-speed modems and other communications equipment.
Published reports have also indicated that growth in the use of the Internet
has resulted in users experiencing delays, transmission errors and other
difficulties. As currently configured, the Internet may not support an increase
in the number or requirements of users. In addition, there have been outages and
delays on the Internet as a result of damage to the current infrastructure. The
amount of traffic on our partners' Web sites could be materially affected if
there are outages or delays in the future. The use of the Internet may also
decline if there are delays in the development or adoption of modifications by
third-parties that are required to support increased levels of activity on the
Internet. If none of the foregoing changes occur, or if the Internet does not
become a viable commercial medium, our business, results of operations and
financial condition could be materially adversely affected. In addition, even if
those changes occur, we may be required to spend significant capital to adapt
our operations to any new or emerging technologies relating to the Internet.
The technology of the Internet is changing rapidly and could render the Web
sites which we operate obsolete.
The technology of the Internet and e-commerce is evolving rapidly for many
reasons, including:
- customers frequently changing their requirements and preferences;
- competitors frequently introducing new products and services; and
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- industry associations and others creating new industry standards and
practices.
- These changes could render the Web sites that we operate obsolete. Our
ability to attract customers could be seriously impaired if we do not
accomplish the following tasks:
- continually enhance and improve our partners' Web sites;
- identify, select and obtain leading technologies useful in our business;
and
- respond to technological advances and emerging industry standards in a
cost-effective and timely manner.
Customers may be unwilling to use the Internet to purchase goods.
Our long-term future depends heavily upon the general public's willingness to
use the Internet as a means to purchase goods. The failure of the Internet to
develop into an effective commercial tool would seriously damage our future
operations. E-commerce is a new concept, and large numbers of customers may not
begin or continue to use the Internet to purchase goods. The demand for and
acceptance of products sold over the Internet are highly uncertain, and most e-
commerce businesses have a short track record. If consumers are unwilling to use
the Internet to conduct business, our business may not develop profitably. The
Internet may not succeed as a medium of commerce because of delays in developing
elements of the needed Internet infrastructure, such as a reliable network,
high-speed modems, high-speed communication lines and other enabling
technologies.
The security risks of e-commerce may discourage customers from purchasing
goods from us.
In order for the e-commerce market to develop successfully, we and other
market participants must be able to transmit confidential information securely
over public networks. Third-parties may have the technology or know-how to
breach the security of customer transaction data. Any breach could cause
customers to lose confidence in the security of our partners' Web sites and
choose not to purchase from those Web sites. If someone is able to circumvent
our security measures, he or she could destroy or steal valuable information or
disrupt the operation of our partners' Web sites. Concerns about the security
and privacy of transactions over the Internet could inhibit the growth of the
Internet and e-commerce. Our security measures may not effectively prohibit
others from obtaining improper access to the information on our partners' Web
sites. Any security breach could expose us to risks of loss, litigation and
liability and could seriously disrupt our operations.
Our business is subject to United States and foreign governmental regulation
of the Internet and taxation.
Congress and various state and local governments have recently passed
legislation that regulates various aspects of the Internet, including online
content, copyright infringement, user privacy, sales and advertising of certain
products and services and taxation. In addition, federal, state, local and
foreign governmental organizations are also considering legislative and
regulatory proposals that would regulate the Internet. Areas of potential
regulation include libel, pricing, quality of products and services and
intellectual property ownership. A number of proposals have been made at the
state and local level that would impose taxes on the sale of goods and services
through the Internet. These proposals, if adopted, could substantially impair
the growth of e-commerce and could adversely affect our future business, results
of operation and financial condition.
In addition, United States and foreign laws regulate our ability to use
customer information and to develop, buy and sell mailing lists. New
restrictions in this area could limit our ability to operate as planned and
result in significant compliance costs.
Regulations imposed by the Federal Trade Commission may adversely affect the
growth of our Internet business or its marketing efforts.
The Federal Trade Commission has adopted regulations regarding the collection
and use of personal identifying information obtained from children under 13. In
addition, bills pending in Congress would extend online privacy protections to
adults. Laws and regulations of this kind may include requirements that we
establish procedures to disclose and notify users of privacy and security
policies, obtain consent from users for collection and use of information and
provide users with the ability to access, correct and delete personal
information stored by us. These regulations may also include enforcement and
remedial provisions. Even in the absence of those regulations, the Federal Trade
Commission has begun investigations into the privacy practices of other
companies that collect information on the Internet. One investigation resulted
in a consent decree under which an Internet company agreed to establish programs
to implement the principles noted above. We could become a party to a similar
investigation or enforcement proceeding, or the Federal Trade Commission's
regulatory and enforcement efforts may harm our ability to collect demographic
and personal information from users, which could be costly or adversely affect
our marketing efforts.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in market risk for the quarter ended
September 30, 2000. See the information set forth in Item 7A of the Company's
Annual Report on Form 10-K/A for the fiscal year ended January 1, 2000 filed
with the Securities and Exchange Commission on May 2, 2000.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various routine litigation incidental to our
current and discontinued businesses. We believe that the disposition of
these matters will not have a material adverse effect on our financial
position or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 13, 2000, the Company agreed to sell 5,000,000 shares of
its common stock at a purchase price of $8.15 per share to Interactive
Technology Holdings, LLC, a joint venture company formed by Comcast
Corporation and QVC, Inc. ("ITH"). In addition, ITH agreed to acquire, for
an aggregate purchase price of $562,500, warrants to purchase 2,500,000
shares of the Company's common stock at an exercise price of $10.00 per
share and 2,000,000 shares of the Company's common stock at an exercise
price of $8.15 per share. These transactions were consummated through two
separate closings. On September 13, 2000 ITH invested $14.9 million and on
October 5, 2000 ITH invested $26.4 million. The Company has granted ITH
certain "demand" and "piggy-back" registration rights with respect to the
shares of common stock issued to ITH and issuable to ITH upon exercise of
the warrants. The issuance of the common stock and warrants was exempt from
registration pursuant to Section 4(2) of the Securities Act. The Company
intends to use the proceeds of this financing for working capital and other
general business purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
On, September 13, 2000, we filed Form 8-K with the Securities and
Exchange Commission regarding the transaction with ITH.
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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: November , 2000 BY: /s/ Michael G. Rubin
----------------------------------
Michael G. Rubin
Chairman of the Board &
Chief Executive Officer
DATE: November , 2000 BY: /s/ Jordan M. Copland
----------------------------------
Jordan M. Copland
Executive Vice President &
Chief Financial Officer
26
