<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1998
Commission file number: 0-19298
RIDDELL SPORTS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2890400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Third Avenue, New York, New York, 10022
(Address of principal executive offices) (Zip code)
(212) 826-4300
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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 registrant's classes
of common stock, as of the latest practicable date.
9,133,154 Common Shares as of August 14, 1998
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RIDDELL SPORTS INC.
INDEX
Page
----
Form 10-Q Cover Page . . . . . . . . . . . . . . . . . . . . . . 1
Form 10-Q Index . . . . . . . . . . . . . . . . . . . . . . . . . 2
Part I. Financial Information:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets . . . . . . . . . . 3
Condensed Consolidated Statements of Operations . . . . . 4
Condensed Consolidated Statements of Shareholders' Equity 5
Condensed Consolidated Statements of Cash Flows . . . . . 6
Notes to Condensed Consolidated Financial Statements . . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . 11
Part II. Other Information:
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . 15
Item 2. Changes in Securities . . . . . . . . . . . . . . . . 15
Item 3. Defaults upon Senior Securities . . . . . . . . . . . 15
Item 4. Submission of Matters to a Vote of Security Holders . 15
Item 5. Other Information . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
This Report contains certain statements which are "forward looking"
statements under the federal securities laws that are based on the beliefs of
management as well as assumptions made by and information currently available
to management. Forward looking statements appear in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" concerning the
relative profitability of the Company's operations during the third quarter and
the seasonal patterns of its business. Such statements contain uncertainties
including without limitation, (i) continuation of historical patterns of demand
for the Company's products and the Company's ability to meet the demand; (ii)
changes in consumer preferences and in the popularity of athletic and school
spirit programs; (iii) actions by competitors, including new product
introductions; (iv) the loss of suppliers or foreign sourcing; (v) changes in
business strategy or new product lines; (v) performance by licensee; (vi)
changes in general economic conditions. The company does not intend to update
these forward looking statements.
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Part 1. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTIONS>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30, December 31,
1998 1997
------------ --------------
<S> <C> <C>
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,546 $ 1,011
Accounts receivable, trade, less allowance for doubtful
accounts ($928 and $824 respectively) (Note 4) . . . . . . . . . . . 55,373 26,425
Inventories (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . 28,246 24,066
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,530 6,800
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 1,698 1,562
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,228 1,358
------------ --------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 97,621 61,222
Property, plant and equipment, less accumulated
depreciation ($5,812 and $4,767 respectively) . . . . . . . . . . . . 7,797 7,823
Intangibles and deferred charges, less accumulated
amortization ($15,346 and $13,248 respectively) . . . . . . . . . . . 110,020 112,118
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 662 598
------------ --------------
$216,100 $181,761
============ ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,076 $8,377
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 10,534 10,717
Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 10,410 4,529
------------ --------------
Total current liabilities . . . . . . . . . . . . . . . . . . 37,020 23,623
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . 144,500 122,500
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453 453
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,060 3,060
Contingent liabilities (Note 6) . . . . . . . . . . . . . . . . . . . . . - -
Shareholders' equity
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 91
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . 36,573 36,386
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . (5,597) (4,352)
------------ --------------
31,067 32,125
------------ --------------
$216,100 $181,761
============ ==============
See notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTIONS> RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- -------------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Revenues . . . . . . . . . . $59,008 $28,676 $89,987 $47,251
Cost of revenues . . . . . . . . . 34,527 15,751 53,537 25,845
---------- ---------- ---------- ----------
Gross profit . . . . . . . . . . . 24,481 12,925 36,450 21,406
Selling, general and
administrative expenses . . . . . 16,516 10,781 32,234 18,613
---------- ---------- ---------- ----------
Income from operations . . . . . . 7,965 2,144 4,216 2,793
Interest expense (Note 6) . . . . . 3,971 4,239 7,331 4,905
---------- ---------- ---------- ----------
Income (loss) before taxes . . . . 3,994 (2,095) (3,115) (2,112)
Income taxes (benefit) . . . . . . 1,830 - (1,870) -
---------- ---------- ---------- ----------
Net income (loss) . . . . . . . . . $2,164 ($2,095) ($1,245) ($2,112)
========== ========== ========== ==========
Net earnings (loss) per share :
Basic . . . . . . . . . . . $0.24 ($0.26) ($0.14) ($0.26)
Diluted . . . . . . . . . . $0.20 ($0.26) ($0.14) ($0.26)
Weighted average number common
and common equivalent
shares outstanding
Basic . . . . . . . . . . . 9,128 8,133 9,116 8,101
Diluted . . . . . . . . . . 11,225 8,133 9,116 8,101
See notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTIONS>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(In thousands)
Retained
Common Stock Additional earnings Total
-------------------- paid in (Accumulated Shareholders'
Shares Amount capital deficit) equity
---------- ------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
For the six months ended June 30, 1997:
Balance, January 1, 1997 . . . 8,068 $81 $31,457 ($3,793) $27,745
Compensation in connection
with option grants . . . . . - - 559 - 559
Sale of common stock,
net of costs . . . . . . . . 986 10 4,310 - 4,320
Net loss for the period . . . - - - (2,112) (2,112)
---------- ------ ------------ ------------- -------------
Balance, June 30, 1997 . . . . . 9,054 $91 $36,326 ($5,905) $ 30,512
========== ====== ============ ============= =============
For the six months ended June 30, 1998:
Balance, January 1, 1998 . . . . 9,079 $91 $36,386 ($4,352) $32,125
Issuance of common stock upon
exercise of stock options . 27 - 59 - 59
Stock issued to employees . . 27 - 128 - 128
Net income for the period . . - - - (1,245) (1,245)
---------- ------ ------------ ------------- -------------
Balance, June 30, 1998 . . . . . 9,133 $91 $36,573 $(5,597) $31,067
========== ====== ============ ============= =============
See notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTIONS> RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended June 30,
------------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . ($1,245) ($2,112)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization:
Amortization of debt issue costs . . . . . . . . 407 75
Other depreciation and amortization . . . . . . 2,737 1,212
Stock options issued . . . . . . . . . . . . . . . - 559
Provision for losses on accounts receivable . . . . 370 162
Deferred taxes . . . . . . . . . . . . . . . . . . (1,870) -
Changes in assets and liabilities (net
of effects from acquisition):
(Increase) decrease in:
Accounts receivable, trade . . . . . . . . . . (29,318) (17,390)
Inventories . . . . . . . . . . . . . . . . . (4,180) 1,545
Prepaid expenses . . . . . . . . . . . . . . . (730) 2,631
Other receivables . . . . . . . . . . . . . . (136) 15
Other assets . . . . . . . . . . . . . . . . . (64) 24
Increase (decrease) in:
Accounts payable . . . . . . . . . . . . . . . 7,699 3,122
Accrued liabilities . . . . . . . . . . . . . (55) (1,278)
Customer deposits . . . . . . . . . . . . . . 5,881 (830)
Other liabilities . . . . . . . . . . . . . . - (427)
---------- ----------
Net cash used in operating activities . . (20,504) (12,692)
---------- ----------
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . (1,020) (282)
Acquisition of Varsity Spirit Corporation . . . . . . - (91,245)
---------- ----------
Net cash used in investing activities . . (1,020) (91,527)
---------- ----------
Cash flows from financing activities:
Net borrowings under line-of-credit agreement . . . 22,000 510
Proceeds from issuance of long-term debt . . . . . . - 115,000
Debt issue costs . . . . . . . . . . . . . . . . . . - (6,640)
Principal payments on long-term debt:
Shareholders . . . . . . . . . . . . . . . . . . . - (439)
Banks and other . . . . . . . . . . . . . . . . . . - (5,313)
Proceeds from issuance of common stock . . . . . . . 59 4,320
---------- ----------
Net cash provided by financing activities 22,059 107,438
---------- ----------
Net increase in cash . . . . . . . . . . . . . . . . . . 535 3,219
Cash, beginning . . . . . . . . . . . . . . . . . . . . . 1,011 357
---------- ----------
Cash, end . . . . . . . . . . . . . . . . . . . . . . . $1,546 $3,576
========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation
The condensed consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. These statements are
unaudited, and in the opinion of management include all adjustments (consisting
only of normal recurring adjustments) necessary for fair presentation of the
Company's consolidated financial position and the consolidated results of its
operations and cash flows at June 30, 1998 and 1997 and for the periods then
ended. Certain information and footnote disclosures made in the last Annual
Report on Form 10-K have been condensed or omitted for these interim
statements. Accordingly, these condensed consolidated financial statements
should be read in conjunction with the December 31, 1997 Annual Report on Form
10-K. Operating results for the six months ended June 30, 1998 are not
necessarily indicative of the results to be expected during the remainder of
1998.
2. Acquisition
As discussed in prior reports, the Company acquired Varsity Spirit
Corporation ("Varsity") on June 19, 1997. The acquisition was accounted for as
a purchase and, accordingly, the operating results of Varsity have been
included in the consolidated statements of operations from the date of
acquisition. The following pro forma information for the three and six month
periods ended June 30, 1997 presents the combined operations of the Company and
Varsity as if the acquisition and relating financing transactions had occurred
at the beginning of 1997:
Pro Forma Financial Information:
Three Months Six Months
Ended Ended
June 30, June 30,
(In thousands) 1997 1997
---------- ---------
Net revenues $56,146 $83,062
Cost of sale 32,365 48,246
---------- ---------
Gross profit 23,781 34,816
Selling, general and administrative expenses 21,777 35,383
---------- ---------
Income (loss) from operations 2,004 (567)
Interest expense 3,825 7,256
---------- ---------
Income (loss) before taxes (1,821) (7,823)
Income taxes - -
---------- ---------
Net income (loss) ($1,821) ($7,823)
========== =========
Earnings (loss) per share ($0.20) ($0.86)
Depreciation and amortization 1,462 2,813
These pro forma results have been presented for comparative purposes only
and include the following proforma adjustments for the quarter and six month
period ended June 30, 1997, respectively: (1) additional amortization expense
as a result of goodwill arising from the acquisition ($403 and $789);
7
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(2) salary increases relating to contracts entered into in conjunction with
the transactions ($37 and $75); (3) elimination of costs incurred by Varsity in
maintaining its status as a separate public corporation ($77 and $165); (4)
adjustments of certain expenses incurred by the Company or Varsity based on
programs existing within the other company ($21 and $38); (5) elimination of
one time charges arising from the transaction for redeeming Varsity stock
options ($4,783 and $4,783), a change in control payment ($250 and $250) and
bridge loan commitment fees ($3,000 and $3,000); (6) additional interest on
acquisition debt and related debt charges ($2,574 and $5,401); and (7) the tax
effect of the above ($603 and $1,728 net credit eliminations). The pro forma
results are not necessarily indicative of results that would have occurred had
the combination been effected at the beginning of 1997 nor of future operating
results of the combined operations.
3. Earnings per share
The Company's basic net earnings (loss) per share amounts have been
computed by dividing earnings (loss) by the weighted average number of
outstanding common shares. The Company's diluted earnings (loss) per share is
computed by adjusting earnings for effect of the assumed conversion of dilutive
securities and dividing the result by the weighted average number of common
shares and common equivalent shares relating to dilutive securities. A
reconciliation between the numerators and denominators for these calculations
follows:
<TABLE>
<CAPTIONS>
Three months ended Six months ended
June 30, June 30,
------------------- -------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
(In thousands)
Earnings (loss) - numerator:
Net income (loss) $2,164 ($2,095) ($1,245) (2,112)
Effect of assumed conversion, when dilutive,
of convertible debt - interest savings net of tax 57 - - -
-------- -------- -------- --------
Numerator for diluted per share computation $2,221 ($2,095) ($1,245) ($2,112)
======== ======== ======== ========
Shares - denominator:
Weighted average number of outstanding common shares 9,128 8,133 9,116 8,101
Weighted average common equivalent shares:
Options and warrants, assumed exercise of
dilutive options and warrants, net of treasury shares
which could have been purchased from the proceeds of
the assumed exercise based on average market prices 702 - - -
Convertible debt, assumed conversion when dilutive 1,395 - - -
-------- -------- -------- --------
Denominator for diluted per share computation 11,225 8,133 9,116 8,101
======== ======== ======== ========
</TABLE>
All potentially dilutive securities were excluded from the computation of
diluted earnings per share for the three month period ended June 30, 1997 and
the six month periods ended June 30, 1998 and 1997 as their inclusion would not
have been dilutive due to the net loss for these periods.
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. Receivables
Accounts receivable include unbilled shipments of approximately
$12,225,000 and $1,157,000 at June 30, 1998 and December 31, 1997,
respectively. It is the Company's policy to record revenues when the related
goods have been shipped. Unbilled shipments represent receivables for
shipments that have not been invoiced. These amounts relate principally to
partial shipments to customers who are not invoiced until their order is
shipped in its entirety or customers with orders containing other terms that
require a deferral in the issuance of an invoice. Management believes that
substantially all of these unbilled receivables will be invoiced within the
current sales season.
5. Inventories
Inventories consist of the following:
(In thousands) June 30, December 31,
1998 1997
--------- ---------
Finished goods $ 16,156 $ 12,691
Work-in-process 2,439 3,571
Raw materials 9,651 7,804
--------- ---------
$ 28,246 $ 24,066
========= =========
6. Litigation matters and contingencies
At June 30, 1998, the Company was a defendant in 5 product liability suits
relating to personal injuries allegedly related to the use of helmets
manufactured or reconditioned by subsidiaries of the Company. The Company
estimates that the uninsured portion of future costs and expenses related to
these claims, and incurred but not reported claims, will amount to at least
$3,900,000, and accordingly, a reserve in this amount is included in the
Condensed Consolidated Balance Sheet at June 30, 1998 as part of accrued
liabilities and other liabilities. These reserves are based on estimates of
losses and defense costs anticipated to result from such claims, from within a
range of potential outcomes, based on available information, including an
analysis of historical data such as the rate of occurrence and the settlement
amounts of past cases. However, due to the uncertainty involved with
estimates, the ultimate outcome of these claims, or potential future claims,
cannot presently be determined and actual results have at times varied
substantially from earlier estimates and could do so in the future.
Accordingly, there can be no assurance that the ultimate costs of such claims
will fall within the established reserves.
7. Supplemental cash flow information
During the six month period ended June 30, 1998 the Company issued shares
of its Common Stock, valued at $128,000 based on quoted market values at the
time of grant, to certain employees as consideration for compensation included
in accrued liabilities at December 31, 1997.
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In June 1997, in connection with the acquisition of Varsity Spirit
Corporation, the Company assumed liabilities of approximately $22,959,000. In
June 1997, the Company credited additional paid in capital for $559,000
relating to value ascribed to certain stock options.
Cash paid for interest was $7,630,000 and $5,038,000 (including $3.0
million in 1997 for certain bridge financing commitment fees incurred in
connection with financing matters relating to the Varsity acquisition) for the
six month periods ended June 30, 1998 and 1997, respectively. Income tax
payments, or refunds, were not significant for the periods ended June 30, 1998
and 1997.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview and seasonality
As discussed in prior reports, the Company acquired Varsity Spirit
Corporation (the "Acquisition" and "Varsity") on June 19, 1997. The
Acquisition significantly increased the size of the Company's business and
significantly changed the Company's financial structure.
Operating results of the Company for the period ended June 30, 1997
includes only a few days of Varsity's operations (since most of the period
preceded the Acquisition) and the related effects of the Acquisition. As a
result, the Company's operating results for the first half and second quarter
of 1998, which reflect the acquired operations, are not comparable to its
operating results for the 1997 periods. Accordingly, the following discussion
includes a comparison of certain pro forma operating results for the 1997
periods. As used in this discussion, the pro forma results are on the basis
described and presented in Note 2 of the Consolidated Financial Statements and
include Varsity's preacquisition results together with certain pro forma
adjustments.
Operations for the three month period ended June 30, 1998 resulted in net
income of $2.2 million, or $0.20 per share on a diluted basis, in comparison to
a pro forma net loss of $1.8 million for the second quarter of 1997.
The second quarter profit was offset by losses earlier in the year
resulting in a net loss of $1.2 million for the first half of 1998. The pro
forma net loss for the six month period of 1997 was $7.8 million. The results
for the 1998 period reflect a provision for a tax benefit whereas no taxes were
reported for the year ago period. The difference in taxes is further discussed
below. Losses before tax benefits were $3.1 million for the first half of 1998
and $7.8 million for the pro forma 1997 period.
The losses early in the calendar year were anticipated and are consistent
with the historical seasonality of the Company's business. Historically, the
combined operations of the Company and Varsity have been most profitable in the
second and third quarters of recent years, with the third quarter typically
being the strongest.
The Company's institutional and retail business lines are at one of the
low points in their annual business cycles during the early part of the
calendar year. This is because customers typically do not need these products
until just before the school year begins in the case of institutional products
and until the fall football and holiday shopping seasons in the case of the
Company's retail products.
The institutional business lines consist of products and services sold by
the Company's sales force directly to customers in the educational and
extracurricular markets. These include the Company's historical lines of
football and other athletic products and the lines of school spirit and dance
uniforms and accessory products and camp and event services. While many of the
Company's special events occur early in the calendar year, nearly all of its
camp activities are conducted during the summer. Sales of the Company's
institutional products, while not as seasonal as the camp business, occur at
seasonally low levels into the second quarter before delivery demand increases
later in the second and third quarter as the football season and the new school
year approach.
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<PAGE> 12
The Company's retail business is also typically at a seasonal low-point
through the first half of the year, although these sales have historically
begun to increase during the second quarter as well. This business line
consists of sports collectibles and other products sold to retailers. Sales of
these lines reach their peak during the later part of the summer and into the
fall as retailers build inventory in anticipation of both the football and
holiday shopping seasons.
Revenues
Revenues for the three month period ended June 30, 1998 increased $2.9
million, or 5%, to $59.0 million in comparison to pro forma revenues of $56.1
million for the second quarter of 1997. For the six month period ended June
30, 1998 revenues increased by $6.9 million or 8%, to $90.0 million in
comparison to pro forma revenues of $83.1 million for the first half of 1997.
The revenue gains came from the Company's institutional businesses which
increased 7% during the quarter or $3.6 million from $50.7 million on a pro
forma basis for the second quarter of 1997 to $54.3 million for the second
quarter of 1998. For the full six month period institutional revenues
increased 10% or $7.4 million from $74.1 million on a pro forma basis for the
first half of 1997 to $81.5 million for the first half of 1998. The increase
in the second quarter was mostly due to increased volume of cheerleading
uniform shipments.
Revenues from sports collectibles and other products sold to retail
channels decreased in the second quarter by 10%, or $0.5 million, to $4.1
million for the three months ended June 30, 1998 from $4.6 million in the
second quarter of 1997. The drop offset a rise in sales during the first
quarter with the net effect that sales remained relatively unchanged for the
first half at approximately $7.5 million for the six month periods of both 1998
and 1997. Management believes the flat sales reflect two general industry
factors, a general weakness in demand for licensed sports products and the
trade's pattern of buying later in the year.
Revenue from trademark licensing was approximately $0.3 million below
comparable 1997 levels for both the second quarter and six month periods of
1998. The decrease is attributable to a decrease in royalties reported from
the Company's license of the MacGregor name to Kmart. Royalties are
anticipated to decline further in the second half of 1998 as a result of the
recent expiration of certain licenses in June 1998, as discussed in prior
reports.
Gross Profit
Gross profit for the second quarter of 1998 increased to $24.5 million
from $23.8 million for the pro forma 1997 quarter and for the six month period
increased to $36.5 million from $34.8 million for the pro forma 1997 period.
Gross margins decreased as a percentage of sales from 42.4% on a pro forma
basis for the second quarter of 1997 to 41.5% for the second quarter of 1998.
For the six month period gross margin rates decreased from 41.9% on a pro forma
basis for the first half of 1997 to 40.5% for the first half of 1998. A
decrease in royalty income accounted for a large part of the decline in margin
rates. Also contributing to the decline was a shift in the mix of products
and services sold as the Company realized increases in sales of products and
services which have relatively low margins.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses for the second quarter
of 1998 decreased by $5.3 million to $16.5 million from $21.8 million for the
pro forma 1997 quarter and for the six month period decreased by $3.2 million
to $32.2 million from $35.4 million for the pro forma 1997 period. Selling,
general and administrative expenses decreased as a percentage of sales from
38.8% on a pro forma basis for the second quarter of 1997 to 28.0% for the
second quarter of 1998. For the six month period selling, general and
administrative expenses rates decreased from 42.6% on a pro forma basis for the
first half of 1997 to 35.8% for the first half of 1998. The change in expense
levels is principally due to a high level of expenses incurred in the 1997
periods including legal expenses relating to non-product liability litigation
matters settled last year, expenses related to the Acquisition and marketing
expenses expected to be incurred in different periods subsequent to 1997.
These expenses amounted to approximately $4 million in the first half of 1997.
After adjusting for these factors selling general and administrative expenses
still showed a decline as a percentage of sales for the 1998 periods.
Interest Expense
Interest expense for the second quarter and six month period of 1998
reflect increased costs associated with the additional debt incurred in June
1997 to finance the Acquisition. Interest expense for the 1998 periods is
comparable to interest expense computed on a pro forma basis for the comparable
periods of 1997.
Income Taxes
Income taxes for the second quarter of 1998 and the tax benefit for the
year to date period of 1998 reflect the estimated overall tax rate for 1998
operating results applied to the year to date loss. As discussed in prior
reports, the goodwill recorded in connection with the Acquisition will generate
approximately $1.7 million in incremental annual amortization charges that are
not deductible for income tax purposes. The resulting increase in the amount
of permanent differences between income or loss computed for financial
reporting purposes and for income tax purposes has the effect of increasing the
Company's effective tax rate. The permanent differences are expected to amount
to approximately $2.8 million for the year. The tax rate has also been
impacted by the anticipated utilization of loss carryforwards. The effect of
the permanent differences and the recognition of loss carryforwards on the
overall tax rate for the year can vary significantly depending on levels of
taxable income and other factors used in estimating the tax rate. Accordingly,
the final tax rate determined for 1998 could vary significantly from the
estimate used for the quarter and six month periods.
As discussed in prior reports, the Company currently has certain tax net
operating loss carryforwards available to offset the payment of income taxes.
No income tax benefit was reflected for the Company's historical or pro
forma results for 1997 due to losses, including certain nonrecurring costs
incurred during the year and the availability of operating loss carryforwards.
Accordingly, taxes and the related impact on earnings are not comparable
between the 1998 and 1997 periods.
13
<PAGE> 14
Liquidity and Capital Resources
Several factors have a significant effect on the seasonality of the
Company's working capital needs. A significant portion of the Company's
institutional products and reconditioning services are sold throughout the year
on dated payment terms, with related receivables becoming due during the
following July to October period. The Company incurs costs relating to its
camp business from the fourth quarter and into the second quarter as it
prepares for the upcoming camp season, while most revenue relating to camps is
collected in the June to August period. Additionally, the Company's debt
structure impacts the seasonality of its working capital demands as the semi-
annual interest payments on its $115 million of 10.5% Senior Notes come due
each January and July.
In order to finance these seasonal working capital demands, the Company
maintains a revolving line of credit (the "Credit Facility"). The outstanding
balance on the Credit Facility follows the seasonal cycles described above,
increasing during the early part of the operating cycle in the first and second
quarters of each year and then decreasing from the late second quarter and
into the fourth quarter each year as collections are used to reduce the
outstanding balance. There were no outstanding borrowings at December 31, 1997
under the Credit Facility. At June 30, 1998 the outstanding balance under the
Credit Facility was $22.0 million as compared to $18.4 million at June 30,
1997.
There are no principal payments due on the Senior Notes until they mature
in 2007. The Credit Facility matures in 2002 and provides for borrowings of up
to $35 million, depending on levels of receivables and inventories.
The Company's current debt service obligations are significant and,
accordingly, the ability of the Company to meet its debt service and other
obligations will depend on its future performance and is subject to financial,
economic and other factors, some of which are beyond its control. However, the
Company believes that operating cash flow together with funds available from
the Credit Facility will be sufficient to fund its current debt service and
seasonal and other current working capital requirements.
14
<PAGE> 15
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in certain product liability proceedings and
from time to time becomes involved in various claims and lawsuits incidental to
its business including, without limitation, product liability, personal injury
and employment-related litigation. See Note 6 of "Notes to Condensed
Consolidated Financial Statements".
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On June 24, 1998 the Company held its Annual Meeting of Stockholders. At
the Meeting the stockholders elected the following individuals to serve as
members of the Board of Directors until the next annual meeting of stockholders
or until their earlier removal or resignation:
Broker
For Against Abstentions Non Votes
---------- ------- ---------- ----------
Don R. Kornstein 8,238,017 3,857 none none
David Mauer 8,239,852 2,022 none none
John McConnaughy, Jr. 8,239,862 2,012 none none
Robert E. Nederlander 8,239,752 2,122 none none
Glenn E. "Bo" Schembechler 8,239,862 2,012 none none
Leonard Toboroff 8,239,862 2,012 none none
Jeffrey G. Webb 8,239,862 2,012 none none
The stockholders also voted to ratify the appointment of Grant Thornton
LLP as its independent certified public accountants for the year ending
December 31, 1998. The voting for this proposition was 8,238,152 in favor;
3,708 against; 14 abstentions and no broker nonvotes.
Item 5. Other Information
None
15
<PAGE> 16
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit index:
10.1 Amendment No. 3 dated as May 28, 1998 to Employment Agreement
dated as of February 1, 1995 between the Company and Dan
Cougill.
27 Financial Data Schedule (submitted in electronic
form to SEC only)
(b) Reports on Form 8-K
None
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 thereunto duly authorized.
RIDDELL SPORTS INC.
Date: August 14, 1998 By /s/ DAVID MAUER
------------------------
David Mauer
President and
Chief Executive Officer
Date: August 14, 1998 By /s/ DAVID GROELINGER
------------------------
David Groelinger
Executive Vice President and
Chief Financial Officer
Date: August 14, 1998 By /s/ LAWRENCE F. SIMON
------------------------
Lawrence F. Simon
Senior Vice President
(Principal Accounting Officer)
16
Exhibit 10.1
AMENDMENT NO. 3
TO EMPLOYMENT AGREEMENT
Amendment No. 3 to Employment Agreement dated as of February 1, 1995 as
amended May 15, 1995 and September 11, 1997 (the "Employment Agreement")
between Riddell, Inc., an Illinois corporation (the "Company"), and Dan
Cougill.
WHEREAS, the Employment Agreement, unless extended, expires on May 15,
1999 and the Company wishes to provide Mr. Cougill incentive to continue
providing excellent leadership to the Company and to extend the term of the
Employment Agreement.
NOW, THEREFORE, for good and valuable consideration receipt of which is
hereby acknowledged the parties hereto agree as follows:
(1) Section 2 of the Employment Agreement be and hereby is amended
to provide in full as follows:
"2. Term. This Agreement is for a term ("Term") commencing on
the date of this Agreement and terminating on May
15, 2000, or upon the Executive's earlier death,
disability or other termination of employment
pursuant to Section 11."
(2) All other provisions on the Employment Agreement shall remain
n full force and effect.
Dated: May 28, 1998 RIDDELL, INC.
By: DAVID MAUER
--------------------------
David Mauer
Its: Chief Executive Officer
EXECUTIVE
DAN COUGILL
--------------------------
Dan Cougill
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FILED AS PART OF THE
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,546
<SECURITIES> 0
<RECEIVABLES> 56,301
<ALLOWANCES> 928
<INVENTORY> 28,246
<CURRENT-ASSETS> 97,621
<PP&E> 13,610
<DEPRECIATION> 5,812
<TOTAL-ASSETS> 216,100
<CURRENT-LIABILITIES> 37,020
<BONDS> 144,500
0
0
<COMMON> 91
<OTHER-SE> 30,976
<TOTAL-LIABILITY-AND-EQUITY> 216,100
<SALES> 68,814
<TOTAL-REVENUES> 89,987
<CGS> 39,314
<TOTAL-COSTS> 53,537
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 370
<INTEREST-EXPENSE> 7,331
<INCOME-PRETAX> (3,115)
<INCOME-TAX> (1,870)
<INCOME-CONTINUING> (1,245)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,245)
<EPS-PRIMARY> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
