FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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 0-19298
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, 27th Floor, New York, New York 10022
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (212) 826-4300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
none
none
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
The Registrant hereby incorporates by reference, in response to Part III,
its Proxy Statement for its 1998 Annual Meeting of Stockholders to be filed
on or before April 30, 1998 (except to the limited extent the rules and
regulations of the Commission authorize certain sections of such Proxy
Statement not to be incorporated herein by reference, as specifically
indicated in such Proxy Statement).
The aggregate market value of the 4,816,447 shares of outstanding voting
stock held by non-affiliates of the Registrant, computed by reference to
the last sale price of the Registrant's Common Stock on March 23, 1998, is
$25,286,504.
As of March 20, 1998, the Registrant had 9,109,654 shares of Common Stock,
$.01 par value per share, outstanding.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of
management as well as assumptions made by and information currently
available to management. Such forward- looking statements are principally
contained in the sections "Part I--Item 1--Business-," and "Part 2--Item
7--Management's Discussion and Analysis of Financial Condition and Results
of Operations" and include, without limitation, the Company's expectations
and estimates as to: the Company's actions to improve results in the youth
sports products and retail products businesses; the Company's ability to
reduce gross margin declines; the Company's ability to successfully address
Year 2000 issues and the costs and timing of the steps it expects to take;
the Company's future financial performance, including its ability to
generate sufficient cash flow and have funds available under borrowings to
satisfy its debt service and working capital requirements; the introduction
of new products; and the Company's business operations, including the
integration of business of the Company's new Varsity Spirit division with
the Company's other businesses and the achievement of certain synergies
related thereto. In addition, in those and other portions of this Form
10-K, the words "anticipates, "believes" "estimates," "expects," "plans,"
"intends" and similar expressions, as they relate to the Company and its
subsidiaries, are intended to identify forward-looking statements. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks and uncertainties and that could
cause the actual results to differ materially from those expressed in any
forward- looking statements made by the Company. The Company does not
intend to update these forward-looking statements.
PART I
Item 1. BUSINESS
GENERAL
Riddell Sports Inc. (the "Company") is the world's leading
manufacturer and reconditioner of football protective equipment and is the
nation's leading supplier of products and services to the school spirit
industry. Since acquiring Varsity Spirit Corporation in June 1997, the
Company has been conducting its business through two principal operating
divisions: the Riddell Group Division ("Riddell") and the Varsity Group
Division ("Varsity"). The Company believes that the Riddell brand is one of
the best known and recognizable in all of sports. Management estimates that
Riddell football equipment is worn by more than 80% of all professional NFL
players, and by more than 50% of all high school and collegiate players. In
addition to the sale of new protective athletic equipment, Riddell is the
largest national participant in the highly fragmented athletic equipment
reconditioning industry. Additionally, Riddell markets both full-size and
miniature collectible helmets and other collectible products, and licenses
its Riddell(R) and MacGregor(R) trademarks for use in athletic footwear and
apparel. Varsity designs and markets innovative cheerleader and dance team
uniforms and accessories for sale to the school spirit industry. Varsity is
also a leading operator of high school and college cheerleader and dance
team camps. Varsity promotes its products and services, as well as the
school spirit industry, by organizing and producing various nationally
televised cheerleading and dance team championships and other special
events.
The Company is a holding company that operates through various
wholly owned subsidiaries. The Company's principal offices are located at
900 Third Ave, 27th floor, New York, New York, 10022 (212-826- 4300).
RECENT DEVELOPMENTS
On June 19, 1997 the Company acquired all of the outstanding
shares of Common Stock of Varsity Spirit Corporation and its subsidiaries
in a transaction valued at approximately $91 million (the "Acquisition").
In connection with the Acquisition, Mr. Jeffrey Webb, President and Chief
Operating Officer of Varsity Spirit Corporation, became Vice Chairman of
the Company and a member of the Executive Committee of its Board of
Directors and together with certain other members of Varsity management
purchased from the Company approximately $4.4 of million newly-issued
shares of Common Stock, representing approximately 11% of the Company's
then-outstanding shares.
In connection with the Acquisition the Company issued $115 million
principal amount of its 10.5% Senior Notes due 2007 (the "Senior Notes")
and entered into a new $35 million credit facility with Nationsbank and NBD
Bank (the "New Credit Facility"). The Company used the net proceeds from
the offering of the Senior Notes and the initial borrowing under the New
Credit Facility to finance the Acquisition, to refinance the Company's
former credit agreement, to pay fees and expenses of the transactions and
to repay certain long term debt. The Senior Notes and New Credit Facility
impose certain restrictions on the Company, including without limitation
restrictions on its ability to incur indebtedness, make investments, sell
assets, and make distributions to its stockholders. The agreements also
require the Company to repay the indebtedness in the event of certain
changes in control and to maintain certain financial ratios. The terms of
the Senior Notes and New Credit Facility, including payment provisions, are
described more fully in Note 7 to the Consolidated Financial Statements.
In June 1997, the Company settled a number of long-standing
separate legal actions requiring the Company to pay approximately $2.3
million, including a $1.4 million cash payment for which the Company had
previously established a reserve and approximately $700,000 which the
Company previously deposited into escrow and expensed. The Company also
assigned up to $3 million, on a present value basis, of royalties from the
Company's Riddell footwear licensee over a period of up to ten years, which
period is subject to extension if the Company terminates the footwear
license. In January 1998, an affiliate of Enterprise Rent-A Car Company
assumed the Company's Riddell footwear license from Pursuit Athletic
Footwear, the previous licensee. See "--Trademark, Service Marks and
License Agreements--General--Riddell Trademark and Licensing."
Varsity recently implemented an expansion of its dance business
and began working with CS Designs, a prominent designer and manufacturer of
dancewear. Varsity expects to introduce an expanded line of dance uniforms
and costumes under the Varsity label to be sold by Varsity's in-house,
nationwide sales force to high school and college dance teams as well as a
new line of dance uniforms and costumes for dance studio participants to be
marketed in coordination with Co. Dance, its new venture. Co dance runs
regional dance conventions and competitions for students from private dance
studios. Paula Abdul is Artistic Director and a co-founder of Co. Dance and
is scheduled to host the national Co. Dance championship to be broadcast
from Disney World on ESPN in July 1998. In 1997 Co. Dance conducted three
weekend dance conventions in which dancers who have performed on Broadway,
in music videos and in Hollywood provided dance instruction to
participants. Co Dance has eleven more sessions planned in 1998.
INDUSTRY SEGMENTS
The Company operates in three principal business segments: sports
products (including sales of athletic products, reconditioning of athletic
equipment and sports collectible products), trademark licensing and the
spirit segment (including sales of cheerleading and dance team uniforms and
accessories and operation of cheerleading and dance camps, special events
and related operations). The Company's sports products and trademark
licensing segments are conducted through the Riddell Group Division and its
spirit segment is conducted through the Varsity Group Division. See Note 15
to the Consolidated Financial Statements for net revenues, income or loss
from operations and identifiable assets attributable to each of the
Company's segments for the last three years.
THE RIDDELL GROUP DIVISION-- SPORTS PRODUCTS AND TRADEMARK LICENSING
General
Riddell Sports Inc. was organized in April 1988 to acquire
substantially all of the assets and businesses from two subsidiaries of
MacGregor Sporting Goods, Inc. The businesses consisted of manufacturing
and selling Riddell football helmets and other protective products and the
licensing of the MacGregor trademark. In September 1991, the Company
acquired certain assets and liabilities of the protective equipment
operations (the "Protective Equipment Division") of BSN Corp., now known as
Aurora Electronics Inc. The Protective Equipment Division primarily
consisted of BSN's reconditioner of protective sports equipment.
Riddell is the world's leading manufacturer of high school,
college and professional football helmets, with a market share estimated at
over 50%. Riddell sells its football products primarily to high schools,
colleges and other Institutions, and also sells shoulder pads, including a
line of premium pads under the Power(R) name, as well as a line of
accessory pads which include thigh, hip, rib and knee pads.
Riddell also reconditions football helmets, shoulder pads and other
related equipment. Reconditioning typically involves cleaning, sanitizing,
buffing or painting, and recertifying helmets as conforming to NOCSAE
standards. NOCSAE, an entity organized by various participants from the
sporting goods industry, establishes industry-wide standards for protective
athletic equipment. Riddell may also replace face guards, interior pads and
chin straps. In addition, Riddell reconditions shoulder pads, as well as
equipment for other sports, including baseball and lacrosse helmets,
baseball gloves and catchers' masks.
Riddell maintains a promotional rights agreement with the NFL's
licensing division (the "NFL Agreement") which requires that the Riddell
name appears on the front and on the chin strap of each Riddell helmet used
in NFL play. The NFL Agreement further requires all teams in the NFL to
cover any indicia of brand identification of any other manufacturers which
might otherwise appear on helmets, face masks or chin straps not
manufactured by Riddell, but used during league play. Presently,
approximately 80% of NFL players wear Riddell football helmets. The
recognition resulting from the frequent appearance of the Riddell name on
helmets in televised football games as well as in photographs, newspapers
and magazines, such as Sports Illustrated, is viewed by management as
important to its overall sales, marketing and licensing efforts. The NFL
Agreement expires in April 1999 and automatically extends for unlimited
successive five-year periods thereafter, provided that the quality of
Riddell's helmets and shoulder pads remains comparable to the best
available technology as reasonably determined by the NFL.
In October 1994, management implemented a significant change in
its institutional distribution system by eliminating the network of
independent team dealers which historically sold products to the
institutional market and began selling athletic equipment directly to its
customers by utilizing the Company's reconditioning sales force that had
previously been selling only reconditioning services to its institutional
customers. Management subsequently increased this full-time sales force
from 80 in 1994 to approximately 115 in 1997. The change to direct sales
has (i) enabled Riddell to increase its sales and profitability, (ii)
facilitated the introduction and cross-selling of Riddell's non-football-
related products such as practicewear and baseball equipment, (iii)
improved control over the sales efforts to educational institutions and
(iv) provided better access to detailed sales information for analysis.
In addition to repositioning its institutional marketing effort,
management also refocused its retail collectible business. Riddell's retail
collectible business began with miniature and full-size collectible
football helmets displaying NFL and college team logos. Management
redirected the strategy of its Consumer Products Group to (i) reduce
production costs, (ii) segregate products by distribution channels and
(iii) accelerate new product development. Riddell also introduced several
new collectible products, including miniature hockey goalie masks
displaying NHL team logos in 1995 and miniature baseball batter helmets
displaying MLB team logos in 1997. Also in 1997 Riddell began selling
half-scale Star Wars(R) miniature collectibles in the United States under a
license granted by Lucasfilm, Ltd. through December 1998 and in 1998 hired
a new manager to run the Consumer Products Group.
Athletic Products and Reconditioning
Original Line of Athletic Products: Riddell is the world's leading
manufacturer of football helmets, which it sells under the Riddell brand.
For the years ended December 31, 1995, 1996, and 1997 sales of football
helmets for competitive use constituted approximately 20%, 21% and 10%,
respectively, of Riddell's consolidated revenues and 8% of the Company's
1997 consolidated revenues pro forma for the Acquisition.
Riddell football helmets are worn by football players throughout
the world, including players on all NFL teams, certain other professional
leagues and on most teams in the NCAA. High school teams, however, have
historically been the largest market segment for Riddell football helmets.
Riddell offers several types of varsity and youth helmets which are
different in their configurations and types of padding and other fitting
features. Riddell helmets are known for their quality and performance and
meet the industry standards set by NOCSAE.
The Company sells a professional and collegiate line of shoulder
pads under the Power(R) name and several other lines of shoulder pads used
by NFL, high school and college players. Football shoulder pad sales for
the years ended December 31, 1995, 1996 and 1997 constituted approximately
9%, 9% and 5% respectively, of the Company's consolidated revenues and 4%
of the Company's 1997 consolidated revenues pro forma for the Acquisition.
Riddell also sells accessory pads, including thigh, hip, rib and knee pads.
Expanded Line of Athletic Products: Riddell recently began
increasing the categories of athletic products its sells to the
institutional market. In 1996 Riddell introduced a line of baseball and
softball products designed for high school and college players, marketed
under the ProEDGE(R) brand. This new line includes baseballs and softballs,
protective baseball equipment such as chest protectors, leg guards and
catchers' masks and certain other products including bases, bags and field
equipment. In late 1995, Riddell introduced a redesigned line of
competitive and youth batting helmets, including the first batting helmet
designed specifically for women's softball. The new baseball product line
includes professional quality models that are similar to the best quality
products available from Riddell's competitors. Riddell's helmets meet the
standards set by NOCSAE.
Late in 1996 Riddell further expanded its line of institutional
products to include practicewear such as t-shirts, shorts, fleece warmups
and other basic athletic clothing. Practicewear is the first broad line of
products sold by Riddell to the institutional market because it goes to
both male and female athletes in all sports. Riddell offers customized
silkscreen printing as an option for its practicewear line. The Company
plans to introduce practice wear for female athletes and game uniforms for
men and women in 1998.
Reconditioning: Riddell's subsidiary, All American, is the leading
national reconditioner of football helmets, shoulder pads and related
equipment with over 50% of the reconditioning market. Reconditioning
typically involves the cleaning, sanitizing, buffing or painting, and
recertifying of helmets as conforming to NOCSAE standards. Riddell may also
replace face guards, interior pads and chin straps. The Company also
reconditions shoulder pads, as well as equipment for other sports,
including baseball and lacrosse helmets, catchers' masks and baseball
gloves. Riddell's reconditioning services are sold by its institutional
sales force to the same athletic coaches responsible for equipment
purchases. The Company's reconditioning customers are primarily high
schools, colleges and youth recreational groups. Reconditioning constituted
31%, 30% and 17% of the Company's consolidated revenues in the years ended
December 31, 1995, 1996 and 1997, respectively and 13% of Riddell's 1997
consolidated revenues pro forma for the Acquisition.
Sports Collectible Products: Riddell's sports collectible products
are sold to consumers through the retail market channel. For the years
ended December 31, 1995, 1996 and 1997 sales of sports collectible products
have constituted approximately 26%, 29% and 13% of the Company's
consolidated revenues and 10% of the Company's 1997 consolidated revenues
pro forma for the Acquisition.
The collectible product line consists primarily of authentic and
replica helmets of professional and college sports teams. These helmets are
offered in various miniature and full-size models bearing the colors and
logos of NFL and other professional or collegiate teams. The Company's
full-size authentic football helmets are the same helmets used by players
on these teams. Nonauthentic helmets are not constructed with the same
material as authentic helmets and are therefore less expensive. Riddell
expanded its line of collectible items in 1995 to include a new line of
smaller, less expensive football helmets tailored for the mass market and
miniature hockey goalie masks bearing NHL team logos and in 1997 to include
miniature baseball batters helmets bearing MLB logos.
In connection with the sale of the Company's collectible helmets,
NFL Properties Inc. has granted Riddell a license to use the names,
symbols, emblems, designs and colors of the member clubs of the NFL and the
"League Marks" (i.e., "National Football League," "NFL," "NFC," "AFC,"
"Super Bowl," "Pro Bowl," the "NFL Shield" design and other insignia
adopted by the NFL) on authentic and replica football helmets sold for
display purposes. See "-Marketing and Promotion." The NFL Agreement has a
term expiring in April 1999 and automatically extending for unlimited
successive five-year periods thereafter unless, in general, Riddell helmets
fails to meet certain quality standards.
In addition, Riddell has license agreements for other collectible
products from organizations such as the NHL, MLB and Lucasfilm, Ltd. which,
late in 1996 granted Riddell a license through December 1998 to sell
half-scale Star Wars(R) miniature collectibles in the United States.
Under a stock purchase agreement entered into in 1994 in
connection with the acquisition of the miniature helmet business of SharCo
Corporation, the Company is required to pay a percentage of net sales,
currently 6.0%,of certain miniature helmets and other products through
September 30, 2001.
Trademark Licensing
Riddell licenses its Riddell and MacGregor trademarks in various
categories, including athletic clothing and footwear. For the years ended
1995, 1995 and 1997, the Company's revenues from licenses of its trademarks
constituted approximately 5%, 3% and 2% of consolidated revenues,
respectively and 1% of the Company's 1997 consolidated revenues pro forma
for the Acquisition. See "-Trademarks, Service Marks and License
Agreements" for a discussion of Riddell's principal license agreements and
its licensing program.
Marketing and Promotion
General
Since April 1989, Riddell has been a party to the NFL Agreement.
The NFL Agreement requires that the Riddell name appears immediately above
the front forehead and on the chin straps of each Riddell helmet used in
NFL play and, further, requires all teams in the NFL to cover any indicia
of brand identification of other manufacturers which might otherwise appear
on helmets, face masks or chin straps not manufactured by Riddell.
The NFL Agreement has a term expiring in April 1999 and
automatically extends for unlimited successive five-year periods
thereafter, provided that the quality of Riddell's helmets and shoulder
pads remains comparable to the best available technology as reasonably
determined by the NFL. In return, Riddell agrees to supply specified
quantities of Riddell helmets, shoulder pads and related equipment, either
at no cost or at reduced cost to each NFL team which has a requisite
percentage of its roster using the Riddell helmet. For the 1996/97
professional football season, Riddell believes that more than 80% of NFL
players used Riddell helmets. Riddell also has supply agreements with other
professional leagues.
Riddell utilizes a variety of promotional techniques to build
brand awareness, but the NFL Agreement provides the Company with a unique
marketing and promotional tool. The recognition resulting from the frequent
appearance of the Riddell name on helmets in televised football games as
well as in photographs in newspapers and magazines, such as Sports
Illustrated, is viewed by management as important to its overall sales,
marketing and licensing effort. Riddell believes that this arrangement
increases sales of products by Riddell and its Riddell brand licensees and
improves licensing opportunities.
Sports Products and Services
Athletic Products and Reconditioning: Riddell's athletic products
and equipment reconditioning services are sold directly to schools and
other institutions through a direct sales force of approximately 115
salespeople. Prior to October 1994, sales of protective athletic equipment
to institutional customers had been made through independent team sports
dealers who in turn sold to schools and other institutions. Riddell now
markets products to these institutional customers on a factory-direct basis
utilizing its sales force, which previously sold only Riddell's
reconditioning services.
Riddell's youth football products are principally marketed to
youth recreational groups, such as parks and recreation and Pop Warner
leagues. The Company's youth football products are sold through retail
stores, independent team sports dealers and other distributors and,
beginning in 1998, directly to youth leagues by Riddell's direct sales
force.
To further reinforce and support Riddell's brand recognition, the
Company conducts a variety of marketing and promotional events in support
of its line of athletic products. Riddell participates in coaches' clinics
and equipment shows throughout the year. At these events, Riddell's entire
athletic products line is displayed and promoted along with the Company's
reconditioning services.
Sports Collectible Products: Riddell's collectible products are
sold primarily to retail and specialty sporting goods stores through
approximately 40 independent commissioned sales representatives. The
Company strategically targets different channels of trade based on the type
and price of each retail product.
In support of its sports collectible products, the Company has
initiated various advertising and public relations efforts. Riddell is a
sponsor of the "NFL Experience," an event conducted each year during the
week of the Super Bowl in which the public can experience various
aspects of playing football and the businesses which supply football
products. Riddell advertises in publications targeted toward the sports
collectible industry as well as other licensed products retailers. Riddell
also provides incentives to retail outlets to advertise and display Riddell
products during promotional periods and participates in a major national
sporting goods show where it promotes these products.
Licensing
Through its licensing subsidiaries, Riddell has granted certain
third parties the right to use the Riddell and MacGregor trademarks in
connection with the sale of athletic shoes, clothing and other products,
and the Company is seeking to further capitalize upon television and media
exposure of its name on helmets worn during NFL games. In 1996, Riddell
hired an independent licensing agent to help expand its licensing program
for both the Riddell and MacGregor marks and to administer Riddell's
trademark programs.
Production
Sports Products and Services
Athletic Products: Riddell engineers, manufactures and packages
all of its full sized football helmets at its plant in Chicago, Illinois.
Football helmet shells are manufactured by Riddell using a custom grade of
plastic resin and precision injection molding techniques. Baseball batter
helmet shells are manufactured primarily by Riddell and to a lesser extent
by a domestic supplier. Riddell's Elk Grove, Illinois facility has a screen
printing operation which can customize the practicewear with almost any
logo, team name or other design that a customer requests.
Power shoulder pads are manufactured by a single source in Canada,
and Riddell has a facility in Pennsylvania which can customize these
shoulder pads. All of Riddell's other shoulder pads are imported as
finished products from sources in the Far East. All of the Company's
sourcing from foreign countries are subject to the risks generally
associated with doing business abroad, such as governmental and economic
instability, changes in import duties, tariffs, foreign governmental
regulations, foreign currency fluctuations and shipment disruptions.
Riddell purchases its baseball products, other than baseball
helmets, from suppliers in the Far East and sources its practicewear from
four domestic suppliers. The Company believes alternative sources for all
of these products are readily available.
Reconditioning: Riddell's reconditioning services include the
sanitizing, buffing or painting, replacing certain parts and recertifying
of athletic equipment as conforming to NOCSAE standards. As a policy,
Riddell does not recondition helmets over 10 years old. These services are
performed at Riddell's reconditioning facilities which are strategically
located throughout the United States and in Canada. In late 1994, in
response to Riddell's move to direct sales, Riddell's primary competitor in
new football equipment, Schutt Sports Group ("Schutt"), manufacturer of the
AIR helmet, canceled Riddell's reconditioning subsidiary's designation as
an authorized reconditioner of AIR helmets and refused to sell parts for
their helmets to this entity. This move has had no measurable impact on
Riddell's ability to recondition AIR helmets, and no significant volume has
been lost. Riddell sources parts from outside suppliers and can recertify
all AIR helmets to NOCSAE standards as it had before this move by Schutt.
However, it is possible that Schutt's action could have some limited impact
on Riddell's reconditioning volume in future years.
Collectible Products: Riddell engineers, manufactures and packages
its full size collectible helmets at its plant in Chicago, Illinois in a
process similar to that used for its competitive helmets. The Company
purchases its miniature helmets and other collectible products principally
from two sources in China and believes that alternative sources for these
products are readily available.
Quality Testing
All protective products manufactured by Riddell are subjected to
at least four separate quality control procedures. Quality control
inspections for helmets are conducted when the product is molded, when
liners are inserted, when face guards are attached and when the product is
finished, and samples of all models produced are tested in accordance with
NOCSAE standards. The Company continually monitors its products for
quality.
Warranty
All varsity protective football helmet shells are covered by a
five-year warranty. Youth football helmet shells are covered by a
three-year warranty. Helmet liners, protective padding and shoulder pads
are covered by a one-year warranty. The cost of warranty claims has
averaged under 0.2% of sales per annum over the last three years.
Research and engineering studies conducted by Riddell and its
suppliers indicate that certain physical properties of the plastics used in
football helmets deteriorate over time. While Riddell recommends that
football helmets not be used for more than five years, its policy is to
refuse to recondition helmets that are more than ten years old.
Raw Materials
Principal raw materials purchased by Riddell for use in its
products include various custom and standard grades of resins, plastic and
foam as well as metal fasteners, paints and cardboard. Similar materials
are used in most purchased components and finished products along with
steel wire used in purchased face guard components. Riddell has not
experienced and does not expect in the near future to experience shortages
in raw materials.
Product Design and Engineering
The activities of Riddell's engineering staff relate principally
to the design, development and improvement of its helmets and shoulder pads
and to the testing of raw materials which are used in, or could be used to
improve, Riddell products or in the development of new products. The
Company has seven employees devoted principally to design, development and
quality and has several patents and patents pending that are applicable to
its protective products. See "-Patents and Trade Secrets." Riddell has
retained a design company to assist it in developing new retail collectible
products on terms that Riddell believes are customary in the industry and
from time to time works with other design companies.
Competition
Sports Products and Services
Athletic Products: Riddell's principal competitor in the football
helmet market is Schutt, manufacturer of the AIR helmet. Riddell competes
principally with Bike Athletic Co., Inc., Douglas, Inc., Gear 2000, Inc.
and Rawlings Sporting Goods Company, Inc. ("Rawlings") in the football
shoulder pad business and with Diamond Sports Co., Rawlings, Wilson
Sporting Goods Company and other companies in baseball and softball
products and with Champion Products, Inc., Russell Athletic, Inc., and
other companies for practicewear. Some of Riddell's competitors are
substantially larger and have greater resources than Riddell.
Riddell believes it competes in the football market on the basis
of quality, price, reliability, service, comfort and ease of maintenance.
With respect to football and other athletic products, the Company believes
that its direct sales force provides a competitive advantage in terms of
its ability to provide superior customer service and a significant price
advantage due to the elimination of independent dealers.
Reconditioning: Reconditioners compete on the basis of quality,
price, reputation, convenience and customer loyalty. Management believes
that the Company is the largest nationwide participant among the
approximately 30 competitors in the highly fragmented athletic
reconditioning industry.
Retail Collectible Products: Riddell's sports collectible products
compete with a large number and wide array of manufacturers and sellers of
sports and other collectible and memorabilia products, some of which have
greater resources than the Company. Among its competitors in this large
marketplace are sellers of products such as autographed photographs and
uniforms and other memorabilia and manufacturers of clothing, such as caps
and jackets.
Licensing
Competition in the licensing of sports equipment, apparel and
footwear is substantial, and the Riddell and MacGregor brands compete with
numerous companies having significant brand recognition, many of which have
greater financial, distribution, marketing and other resources than the
Company. Competing brands include Adidas(R), Champion(R), Converse(R),
Nike(R), Rawlings(R), Reebok(R), Russell(R) and Wilson(R), and brand
recognition and reputation for quality are important competitive factors.
Patents and Trade Secrets
Certain of Riddell's football helmet liner systems are protected
by patents and trade secrets, including a patent on its inflatable liner
expiring in 2010. Other patents on these liners expire in 1998 and 2008.
Riddell also has patents expiring in 2006, 2007 and 2008 on various
components of its shoulder pads which improve absorption of shock.
Trademarks, Service Marks and License Agreements
General
Riddell considers the MacGregor, Riddell, ProEdge and Power
trademarks to be material to its business. All of Riddell's football
helmets are marketed under the Riddell name and the Company's football
shoulder pads are sold under the Riddell and Power trademarks. Riddell
markets footballs and certain baseball equipment under the ProEdge
trademark and conducts its reconditioning business under the Riddell/All
American name.
Riddell licenses the Riddell and MacGregor trademarks for certain
types of athletic clothing and for athletic footwear.
Riddell Trademark and Licensing
The Company owns all of the domestic rights to the Riddell
trademark which is registered with the United States Patent and Trademark
Office and with the trademark registration offices in certain foreign
countries. Registration is being sought in other major foreign markets.
Riddell has a short term license agreement granting Signal Apparel
Company the rights to use the Riddell trademark along with the logos of NFL
teams on certain types of athletic clothing.
Pursuant to an agreement settling an action commenced against the
Company in March 1995 by the trustee for MacGregor Sporting Goods, Inc.
("Mac I"), which filed for bankruptcy protection in 1989, and certain other
actions in 1997 (the "Settlement Agreement"), the Company entered into a
new licensing agreement with its "Riddell" footwear licensee on
substantially the same terms as the previous license and assigned to
certain parties to the Settlement Agreement up to $3.0 million of royalties
on a present value basis under the existing or any future "Riddell"
footwear license to the extent such royalties are paid during the 10 year
period, which period is subject to extension if the Company terminates the
footwear license. In January 1998, an affiliate of Enterprise Rent-A-Car
Company purchased the license and assumed the licensee's obligations under
the Riddell footwear license with a slightly higher royalty rate but
otherwise on substantially the same terms as bound the assignor.
MacGregor Trademark and Licensing
MacMark Corporation, which owns the MacGregor trademark, is owned
50% by the Company. The remaining 50% of the stock of MacMark is owned by
Hutch Sports USA, Inc. ("Hutch"), a subsidiary of RDM Sports Group, Inc.
RDM and Hutch are currently subject to proceeding under Chapter 11 of the
U.S. Bankruptcy Code in Georgia.
The MacGregor trademark is registered in the United States Patent
and Trademark Office.
MacMark granted Hutch a perpetual, exclusive and royalty-free
license to use (and, with the consent of MacMark and Riddell, to sublicense
others to use) the MacGregor trademark principally for equipment used in
sports such as baseball, soccer and basketball, for sale to retail stores
only. The Company has alleged in the Hutch bankruptcy proceeding that the
Hutch license has terminated as a result of breaches and is in discussions
with Hutch concerning a resolution of this matter. MacMark has also granted
Sports Supply Group Inc. ("SSG") a license to use the MacGregor trademark
for sales of the same classes of goods as Hutch, but generally restricts
SSG from selling these goods in retail channels.
MacMark has granted Riddell a perpetual, exclusive, royalty-free
license to use (and to sublicense others to use) the MacGregor trademark in
connection with the manufacture and sale of all products other than
products which MacMark had previously licensed to Hutch and SSG. Riddell's
use of the MacGregor trademark is further limited by an agreement with
Global Licensing Corporation, which owns the similar McGregor trademark.
Under this agreement, the parties have agreed on certain restrictions in
the use of their respective trademarks. Additionally, under a separate
agreement, Riddell is precluded from using the MacGregor trademark in
connection with the sale of golf products.
Accordingly, Riddell's use of the MacGregor trademark is currently
limited to sporting goods, certain apparel and athletic footwear.
Riddell has entered into sublicense agreements for the MacGregor
trademark granting Kmart an exclusive license expiring in June 1998 to use
the MacGregor trademark on certain athletic apparel (e.g., jogging suits
and sweat separates), footwear, athletic bags and knapsacks and a
non-exclusive license on other products such as athletic socks. Kmart in
turn has granted a sublicense pursuant to which Footstar, Inc. sells
MacGregor athletic footwear in Kmart stores. Riddell and Footstar recently
entered into a license agreement effective when its sublicense under the
Kmart license expires in 1998. The new Footstar license, which has an
initial term expiring 2001 and is renewable at Footstar's option for an
additional two year period if certain conditions are satisfied, provides
that Footstar will continue to sell athletic footwear bearing the MacGregor
trademark at Kmart stores on substantially the same terms as its original
sublicense.
Kmart has indicated it will not renew the apparel portions of the
license. Discussions on the renewal of the remaining smaller categories
continue with Kmart but no decision has been reached. The Company intends
to seek a new licensee for MacGregor sports apparel as well as any other
category not renewed after the Kmart license expires. Royalties from sales
of athletic clothing bearing the MacGregor trademark at Kmart stores
constituted under 1% of the Company's consolidated revenues and 30% of the
Company's total licensing revenues in 1997. No assurance can be given that
a new apparel license will be established after the Kmart license expires.
A material decline in the royalties from the MacGregor trademark rights
could be deemed to impair the carrying value of the MacGregor trademark
rights and could have a material adverse effect on the Company's financial
position and results of operations. See Part II, Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Riddell is exploring additional opportunities for licensing the
MacGregor and Riddell trademarks and in this connection has retained an
independent licensing agent. See "-Marketing and Promotion-Licensing."
VARSITY GROUP DIVISION-- SPIRIT SEGMENT
General
Varsity is a leading provider of products and services to the
school spirit industry. It designs and markets cheerleader and dance team
uniforms and accessories and is one of the nation's leading operators of
youth, junior high, high school and college cheerleader and dance team
camps, clinics and competitions. Varsity promotes its products and
services, as well as the school spirit industry, by organizing and
producing various nationally televised cheerleading and dance team
championships and other special events. Varsity's primary market includes
the approximately 37,500 educational institutions located throughout the
United States.
Such products, which bear the Varsity(R) label, include
custom-made cheerleader, dance team and booster club uniforms and
accessories, including sweaters, sweatshirts, jumpers, vests, skirts,
warm-up suits, t-shirts, shorts, pompons, socks, shoes, pins, jackets and
gloves. Exclusive contracts are maintained with several independent
manufacturers who provide knitting, sewing, finishing and shipping for all
orders. By relying on independent manufacturers to produce its uniforms,
Varsity is able to minimize its fixed costs and retain the flexibility
necessary to adjust its manufacturing to its highly seasonal production
needs. Varsity monitors its contractors closely for quality control and
financial performance and provides its manufacturers with patterns,
fabrics, yarn and manufacturing specifications for its products. Varsity
also provides some cutting, knitting and lettering at its specialized
production facility located at its Memphis headquarters and maintains an
in-house design staff to maintain its leadership in setting design trends.
Varsity's uniform and accessory sales accounted for 24% of the Company's
consolidated revenues for the year ended December 31, 1997 and 37% of the
Company's consolidated 1997 revenues pro forma for the Acquisition.
Varsity's camp division commenced operations in 1975 with 20
cheerleading camps and 4,000 participants. Today, through its UCA division
and USA subsidiary, Varsity is a leading operator of cheerleader and dance
camps. Camp enrollment has increased every year since Varsity has been in
business and totaled 206,000 participants in 1997. Camp sessions, which are
primarily held on college campuses in the summer, were conducted in every
state except Alaska, as well as in Canada, Panama and Japan in 1997.
Participants in Varsity's 1997 summer camps included the cheerleading
and/or dance team squads of approximately 76% of the universities
comprising the Atlantic Coast, Big East, Big Ten, Big Twelve, Pacific 10
and Southeastern collegiate athletic conferences. Varsity instructors are
mostly college cheerleaders who may have previously attended a Varsity
camp, and management believes that its training of many of the top college
cheerleading squads augments its recruiting of high school and junior high
school camp participants. Varsity's camp and event revenues accounted for
23% of the Company's consolidated revenues for the year ended December
31,1997 and 26% of the Company's consolidated revenues pro forma for the
Acquisition.
Varsity promotes its products and services through active and
visible association with the following championships and television
specials: the National College Cheerleading and Dance Team Championship(R)
(nationally televised for 12 consecutive years), the National High School
Cheerleading Championship(R) (17 consecutive years), the National Dance
Team Championship(R) (10 consecutive years) and the National All Star
Cheerleading Championship(R) (2 consecutive years). In addition to
promoting cheerleading and dance team activities, these championships,
television specials and events are a revenue source to Varsity. In 1997,
approximately 28,000 persons, including cheerleaders and their families,
participated in Varsity's special events, such as championships and holiday
parades in the U.S., London and Paris.
In December, 1994, Varsity acquired Intropa, a Varsity supplier
since 1988. Intropa specializes in providing international and domestic
tours for special interest, performing, youth and educational groups
including Varsity's London and Paris trips.
Varsity's strategy has been to increase revenue and market share
by (i) expanding its school spirit product lines, (ii) strengthening its
sales force, (iii) increasing enrollment in its cheerleader and dance team
camps as a vehicle to increase participation in special events such as
parades and bowl games and cross-sell products, such as uniforms and (iv)
actively promoting its business as well as the school spirit industry,
primarily through its nationally televised cheerleading and dance team
championships. Varsity has significantly expanded the variety and selection
of its uniforms and accessories and recently increased its direct sales
force to approximately 139 full-time professional sales representatives.
Varsity has experienced significant growth over the last five
years. Revenues have increased at a compounded annual growth rate of 21%
from approximately $41.6 million in the year ended March 31, 1993 to
approximately $101.4 million in the year ended December 31, 1997.
Market and School Spirit Industry
The market for school spirit products and services has evolved and
grown with the development of high school and college athletic programs.
The 1997 edition of Patterson's American Education reported that there are
approximately 14,900 junior high schools, 19,300 high schools, 1,750 junior
colleges and 1,500 colleges located throughout the United States. According
to the National Federation of State High School Associations, there are
more than 5,800,000 students participating in organized athletic programs
at high schools located in the United States, and according to the National
Collegiate Athletic Association, there are approximately 260,000 students
participating in organized athletic programs at NCAA universities and
colleges. Since commencing operations in 1974, Varsity has focused
primarily on the school spirit market consisting of camps, cheerleader
uniforms and accessories and special events for cheerleaders and dance
teams.
Varsity Cheerleader and Dance Team Uniforms and Accessories
Through the Company's subsidiary, Varsity Spirit Fashions &
Supplies, Inc. ("Varsity Fashions"), Varsity designs and markets
cheerleader and dance team uniforms and accessories, including sweaters,
sweatshirts, jumpers, vests, skirts, warm-up suits, t-shirts, shorts,
pompons, socks, jackets, pins and gloves. Varsity Fashions employs two
full-time fashion designers, both of whom are former college cheerleaders
and one of whom was trained at the Fashion Institute of Technology in New
York City. Varsity Fashions also utilizes specialized computer software to
create its new fashion designs and patterns.
Cheerleading and dance team uniforms designed and marketed by
Varsity Fashions are made to order. During 1997, Varsity Fashions
contracted for its production requirements with eight independent garment
manufacturers, under which the manufacturers provide knitting, cutting,
sewing, finishing and shipping for all orders, and Varsity Fashions
provides the patterns, fabrics, yarn and manufacturing specifications and
quality control supervision. Varsity Fashions also provides some cutting,
knitting and lettering at its specialized production facility located at
Varsity's Memphis headquarters. The use of independent manufacturing
facilities to fulfill Varsity's production needs affords Varsity with
flexibility to adjust its production output to meet its highly seasonal
selling cycle. The use of independent manufacturers also reduces Varsity's
fixed costs, which Varsity believes is beneficial in a highly seasonal
business. Varsity believes that the loss or termination of its relationship
with any single independent manufacturer would not have a material adverse
effect on the Company.
Varsity Fashions purchases from various suppliers many of the
cheerleading accessories that it markets, including shoes, pompons and
campwear. Varsity Fashions purchases products from Nike(R), Capezio(R)
and Converse(R), among others and has expanded the variety and number of
accessories it markets, which has contributed to the increase in
merchandise sales revenue in the past five fiscal years. The Company
believes that the loss or termination of a relationship between Varsity and
any single supplier would not have a material adverse effect on the
Company.
Varsity markets its uniforms, accessories and other merchandise to
cheerleading and dance teams and coaches through in-house sales
representatives and, to a lesser extent, through its direct mail catalog
and telemarketing programs. As of December 31, 1997 Varsity had
approximately 139 full-time sales representatives operating in all
50 states. Varsity representatives are employed directly by Varsity or are
representatives of one marketing firm with which Varsity has contracted for
marketing services. These sales representatives, who typically cover one or
more major metropolitan areas on an exclusive basis, call on substantially
all of the junior high, high school and college accounts within their
respective territories. The sales representatives are typically compensated
on a percentage of sales basis. Management closely and continuously
monitors the performance of its sales representatives and periodically
meets with the representatives to discuss and review sales goals.
Varsity Cheerleader and Dance Team Camps
Varsity operates cheerleader and dance team camps in the United
States. During the 1997 summer camp season, approximately 206,000
participants (consisting of students and their coaches) attended Varsity's
Universal Cheerleader Association ("UCA") and United Spirit Association
("USA") camps, including over 6,800 participants representing colleges and
junior colleges. During the summer of 1997, cheerleading and/or dance team
squads from approximately 76% of the universities comprising the Atlantic
Coast, Big East, Big Ten, Big Twelve, Pacific 10 and Southeastern
collegiate athletic conferences attended Varsity camps. On May 15, 1996,
Varsity acquired the camp business of United Spirit Association from United
Special Events, Inc. This business consists of instructional spirit camps
and clinics primarily in the western United States.
Varsity camp sessions for high school and junior high school
students are held primarily in June and July, while camp sessions for
college cheerleaders and dance team participants are held primarily in
August. Mascot training clinics are also provided at certain of Varsity's
cheerleader and dance team camps.
A significant majority of Varsity cheerleader and dance team camps
are conducted on college or junior college campuses. The camps generally
are conducted over a four-day period and are attended by resident and
commuting students. Varsity generally markets the camp, establishes
participation fees, registers students, collects the participation fees,
provides instruction and performs all related administrative services.
Varsity contracts with the colleges and universities for provision of
housing, food and conference facilities. During the summer of 1997,
resident fees for high school cheerleader and dance team camps sponsored by
Varsity ranged from $75 to $239, with commuter fees ranging from $45 to
$135. In addition to participation fees, Varsity also generates revenues at
cheerleading and dance team camps through the sale of t-shirts, shorts,
caps, patches and various other accessories.
Varsity also operates two cheerleading practice facilities located
in Dallas, Texas and Decatur, Georgia. These gyms are year-round facilities
at which cheerleaders and other spirit group participants can enroll in
instructional and recreational programs offered by Varsity.
Special Events
Varsity promotes its products and services, as well as the school
spirit industry, through active and visible association with the following
championships and television specials:
o National High School Cheerleading Championship(R)
o National Dance Team Championship(R)
o National College Cheerleading and Dance Team
Championship (R)
o National All Star Cheerleading Championship (R)
These championships and special events have been regularly televised on the
ESPN television network and have been sponsored by various companies and
products, including Nike, Unilever, Capezio, The Walt Disney World Resort,
Johnson & Johnson, Pepsi Cola and Wal-Mart.
Varsity also conducts and promotes special cheerleading events,
such as holiday parades in the U.S., London and Paris and half-time shows
at college football bowl games. In 1997, approximately 28,000 persons,
including participants and their families, took part in Varsity's
special events.
These championships, television specials and events are a revenue
source to Varsity during its off-season and promote consumer awareness of
Varsity(R) and Universal Cheerleader Association(R) products and services,
as well as cheerleader and dance team activities in general.
Marketing Programs
Varsity markets its uniforms and accessories under the Varsity
trademark. The distinctive Varsity logo patch appears on the front of all
uniforms manufactured by or for Varsity. Varsity annually mails to schools
and school spirit advisors and coaches over 150,000 catalogs containing
color photographs and descriptions of Varsity's uniforms and accessories.
Varsity supplements its direct and catalog sales efforts with a
telemarketing sales force of 12 full and part-time employees operating from
its Memphis headquarters.
Varsity annually publishes several newsletters which are directed
toward cheerleaders and school spirit advisors. It also annually
distributes, in certain targeted areas, a professionally produced video
tape containing highlights of the Company's cheerleader and dance team
camps and special events. Varsity distributes each year by direct mail over
178,000 four-color promotional brochures describing Varsity's cheerleader
and dance team camps to schools, school principals, head cheerleaders,
coaches, dance team captains and school spirit advisors.
Varsity has developed various cross-marketing programs to promote
its cheerleader and dance team camps, its uniforms and accessories.
Specifically, Varsity's sales force of approximately 139 full-time
representatives also promote Varsity's cheerleader and dance team camps.
Similarly, the more than 1,689 instructors at Varsity's cheerleader and
dance team camps promote sales of Varsity's merchandise.
Other Operations
Varsity, through a wholly-owned subsidiary, Varsity/Intropa Tours,
Inc. ("Varsity/Intropa"), operates a tour company that specializes in
organizing trips for cheerleaders, bands, choirs and orchestras, dance and
theater groups and other school affiliated or performing groups. Most tours
are planned around a performance event. Prices are negotiated on a
tour-by-tour basis and fluctuate based on factors such as the availability
of discounts on air fares and foreign exchange rates, in the case of
international tours. The tours are marketed to targeted groups via direct
mailings, conventions, trade magazines, advertisements, and, more
importantly, repeat business and referrals. Last year, Intropa handled the
travel and concert arrangements for over 5,000 persons who toured the
continental United States, Hawaii, Canada, Europe and Israel.
Training
Varsity emphasizes the training of its instructors. Prior to the
commencement of its camps, instructors participate in an intensive
six-day training session where they are taught new cheerleading and dance
material, as well as up-to-date teaching methods and safety techniques.
Varsity hires its instructors by utilizing applications given to talented
camp participants, supervisor evaluations and numerous nationwide tryouts.
As a result of this process, Varsity believes it hires the most qualified
and talented instructors available.
Varsity was a founding member of and is an active participant in
the American Association of Cheerleading Coaches and Advisors ("AACCA"), an
industry trade group whose mission is to improve the quality of
cheerleading and to maintain established safety standards. In 1990, AACCA
published comprehensive certification and safety guidelines for
cheerleading coaches. Varsity follows the AACCA safety guidelines in the
training of its instructional staff and in the conduct of its cheerleader
and dance team camps and competitions.
Competition
Varsity is one of two major companies that designs and markets
cheerleader, dance team and booster club uniforms and accessories on a
national basis. In addition to Varsity and its major national competitor,
National Sprit Group ("NSG"), there are many other smaller regional
competitors serving the camp, uniform and accessories market in the United
States. Varsity believes that the principal factors governing the selection
of cheerleader and dance team uniforms and accessories are the quality,
variety, design, delivery, service and, to a lesser extent, price.
Varsity is also one of two companies that annually operate a
significant number of cheerleader and dance team camps in the United States
(the other being NSG). There are also many other companies and schools that
operate camps and clinics on a regional basis. Varsity believes the
principal factors governing the selection of a cheerleader or dance team
camp or clinic are the reputation of the camp operator for providing
quality instruction and supervision, location, schedule and the tuition
charged for camp participation.
Trademarks and Service Marks
Varsity registered various trademarks with the U.S. Patent and
Trademark Office, including the following: the Universal Cheerleaders
Association logo, the Varsity logo, the United Spirit Association logo, the
National High School Cheerleading Championship logo, the Universal Dance
Association logo, Universal Dance Camps, Varsity Spirit Fashions and The
National Dance Team Championship.
THE COMPANY
Seasonality and Backlog
The Company's Riddell and Varsity operations are highly seasonal.
Riddell Group's historical operations in recent years have been most
profitable in the second and third quarters, with losses occurring in the
fourth quarter, and the Varsity Group's operations have also generated
operating income in the second and third quarters of each calendar year
with offsetting losses each first and fourth quarter. Accordingly, the
second and third calendar quarters have become the most important to the
Company's profitability. This seasonal pattern is expected to continue.
Orders for competitive football products and reconditioning
services are solicited over a sales cycle that begins in the fall of each
year at the end of the football season and continues until the start of
football play at the end of the following summer. Delivery of competitive
football products and performance of reconditioning services reach a low
point during the football playing season. These activities contribute most
to profitability in the first through third quarters of each calendar year.
Riddell's sports collectible products are sold to retailers
throughout the year. However, sales are at their peak during the third and
fourth quarters as retailers build inventory in anticipation of both the
football and the holiday shopping seasons.
Varsity's spirit business and the results of its operations are
highly seasonal. Varsity's cheerleader and dance team camps are held
exclusively in the summer months and sales of uniforms and accessories
occur primarily in the six months prior to the beginning of the school
year. A substantial portion of Varsity's annual revenues and all of
Varsity's net income are generated in the second and third quarters of the
calendar year, while the first and fourth quarters have historically
resulted in net losses.
The selling season for competitive products sold by Riddell's
direct sales force to schools and other institutional customers is well
into its annual sales cycle, and order backlog for these product lines at
March 15, 1998 was $13.4 million, a 10% increase over comparable March 15,
1997 backlog of $12.2 million. The competitive product increase was more
than offset by a decrease in order backlog relating to orders for retail
sports collectible products, resulting in an overall decline in backlog.
The selling cycle for sports collectible products has only recently begun
and, accordingly, retail backlog levels at March 15 are not necessarily
indicative of sales levels which may occur for the full calendar year.
Combining the competitive and retail products businesses and the spirit
business, backlog for the Company at March 15,1998 was approximately $16.4
million, a decrease of $0.5 million from March 15, 1997 backlog of
approximately $16.9 million.
Governmental Regulation
Riddell's products and accessories are subject to the Federal
Consumer Product Safety Act, which empowers the Consumer Product Safety
Commission (the "CPSC") to protect consumers from hazardous sporting goods
and other articles. The CPSC has the authority to exclude from the market
certain articles which are found to be hazardous and can require a
manufacturer to repurchase such goods. The CPSC's determination is subject
to court review. Similar local laws exist in some states and cities in the
United States, Canada and Europe. Riddell maintains a quality control
program for its protective equipment operations and retail products that is
designed to comply with applicable laws. To date, none of the Company's
products has been deemed to be hazardous by any governmental agency.
At present, no national governing body regulates cheerleading and
dance team activities at the collegiate level. Although voluntary
guidelines relating to safety and sportsmanship have been issued by the
NCAA and some of the athletic conferences, to date cheerleading and dance
teams are generally free from rules and restrictions similar to those
imposed on other competitive athletics at the college level. However, if
rules limiting off-season training are applied to cheerleading and/or dance
teams (similar to rules imposed by the NCAA on certain sports), it is
likely that Varsity would be unable to offer a significant number of its
camps either because participants would be prohibited from participating
during the summer or because enough suitable sites would not be available.
Although the Company is not aware of any school officially adopting these
activities as a competitive sport, recognition of cheerleading and/or dance
teams as "sports" would increase the possibility that cheerleader or dance
activities may become regulated. If Varsity were restricted from providing
its training programs to colleges and high schools, or if cheerleaders and
dance teams were restricted from training during the off-season, such
regulations would likely have a material adverse effect on Varsity's
business and operations. However, the Company currently does not believe
that any regulation of collegiate cheerleading or dance teams as a "sport"
is forthcoming in the foreseeable future, and in the event any rules are
proposed to be adopted by athletic associations, the Company expects to
participate in the formulation of such rules to the extent permissible.
At the high school level, some state athletic associations have
classified cheerleading as a sport and in some cases have imposed certain
restrictions on off-season practices and out-of-state travel to
competitions. However, in all cases to date, Varsity has been able to work
with these state athletic associations to designate acceptable times for
the cheerleaders within these states to attend camps. Varsity has also
signed agreements with several state associations to assist with sponsoring
and executing official competitions within these states. To date, state
regulations have not had a material effect on Varsity's ability to conduct
its normal business activities.
Each of Riddell's and Varsity's operations at all of its
facilities are subject to regulation by the Occupational Safety and Health
Agency and various other regulatory agencies.
The Company's operations are also subject to environmental
regulations and controls. While some of the raw materials used by Riddell
may be potentially hazardous, it has not received any material
environmental citations or violations and has not been required to spend
significant amounts to comply with applicable law.
Employees
At February 28,1998, Riddell had 648 employees engaged as follows:
6 in product design, engineering and testing, 117 in manufacturing and
distributing, 333 in reconditioning, 146 in sales and marketing and 46 in
administration. Approximately 40 of Riddell's employees employed in
manufacturing at the Chicago factory are represented by the Chicago and
Central States Joint Board, Amalgamated Clothing and Textile Workers Union,
under a collective bargaining agreement which will expire in January 1999.
Approximately 30 of Riddell's employees working in reconditioning at the
Company's New York facility are represented by the Local #500A United Food
and Commercial Workers Union (AFL-CIO) under a collective bargaining
agreement that expires in January 2000. Riddell believes that relations
with its employees are satisfactory.
At March 12, 1998, Varsity employed 426 full-time employees and 82
part-time employees. In addition, during the summer of 1997, Varsity
employed approximately 1,689 summer camp instructors, trainers and
administrators. None of Varsity's employees is covered by a collective
bargaining agreement, and Varsity considers its relationship with its
employees to be satisfactory.
Product Liability Proceedings and Insurance
As part of its ongoing business, Riddell is routinely a defendant
in various product liability law suits arising from personal injuries
allegedly related to the use of Riddell helmets.
Insurance
Riddell maintains product liability insurance under a program
initiated in December 1994. In January 1998, the Company and its insurer
restructured this insurance program replacing the existing policy with a
new policy, extending coverage through January 2005, three years beyond the
previous policy term and providing reduced annual fixed cost with no
material change in the scope of coverage. The policy is an occurrence-based
policy providing coverage against claims currently pending against the
Company and future claims relating to injuries occurring between December
1994 and January 2005 even if such claims are filed after the end of the
policy period. The insurance program provides certain basic and excess
coverages with combined aggregate coverage of over $40,000,000 subject to
the limitations described below.
The basic insurance coverage under the policy provides coverage of
up to $2,250,000 per claim in excess of an uninsured retention (deductible)
of $750,000 per occurrence ("Basic Coverage"). The Basic Coverage, which
does not affect the availabilty of the excess coverage described below, has
an aggregate limit which is currently $4,300,000, but the policy allows the
Company to increase this maximum limit to $7,700,000 at any time by
prepaying the required premium, which counts at 120% of the amount paid
toward the limit.
The insurance program also provides for additional coverage
("Excess Coverage") of up to $20,000,000 per occurrence, in excess of the
first $3,000,000 of each claim which is covered by the Basic Coverage, to
the extent available. Claims covered by the Excess Coverage are subject to
one of two separate $20,000,000 aggregate policy limits, depending on the
date of the related injury. The first $20,000,000 aggregate limit applies
to claims for injuries occurring prior to January 31, 1998 and claims
occurring after January 1998, are covered under the second separate
$20,000,000 aggregate limit.
The Company's product liability insurance carrier is a division of
American International Group, Inc., which has been rated A++XV by A.M. Best
Property and Casualty Insurance Rating Company. There is no certainty that
coverage will remain available to the Company after 2005 or that the
insured amounts will be sufficient to cover all future claims.
Each of Riddell and Varsity carries general liability insurance
with coverage limits which the Company believes are adequate for its
business.
Product Liability Proceedings
Riddell has historically been a defendant in product liability
personal injury suits allegedly related to the use of football helmets
manufactured or reconditioned by subsidiaries of the Company, including
suits relating to helmets made by BSN Corp.'s helmet division prior to its
acquisition by Riddell in 1991. As of March 15, 1998, six product liability
cases were pending against Riddell.
The Company has established reserves for pending product liability
claims and determines its reserves based on estimates of losses and defense
and settlement costs which it anticipates would result from such claims
based on information available at the time the financial statements are
issued. Due to the uncertainty involved with estimates, 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
these claims or potential future claims will fall within the established
reserves. See Note 10 to the Consolidated Financial Statements.
Item 2: PROPERTIES
Riddell owns its principal football helmet manufacturing facility
located in Chicago, Illinois. and has 14 other locations, 10 of which are
used in its reconditioning operations.
Varsity leases its facilities throughout the U.S.
The Company believes its properties, machinery and equipment are
adequate for its current requirements.
Set forth below is certain information regarding the Company's
principal properties:
- ------------------------------------------------------------------------------
Lease
Square Expiration
Location Principal Use Footage Date
- ------------------------------------------------------------------------------
New York, New York Corporate headquarters 3,800 September 1999
Chicago, Illinois Headquarters of 95,000 Owned
Riddell, Inc. and
helmet manufacturing
Elk Grove Warehouse and 83,000 March 2000
Village, distribution center
Illinois
Elyria, Ohio Headquarters for All 50,000 May 2000
American Sports
Corporation
reconditioning
operations and
customer service
San Antonio, Reconditioning 27,000 October 1998
Texas(1)
Stroudsburg, Reconditioning and 44,000 October 1998
Pennsylvania(1) shoulder pad
customizing
Belton, Reconditioning 6,600 January 1999
Missouri
Buffalo, New York Warehouse 6,400 Month-to-month
Burgettestown, Reconditioning 17,000 September 2013
Pennsylvania
Franklin Park, Reconditioning 16,000 June 2000
Illinois
Fort Valley, Reconditioning 15,000 October 1998
Georgia(2)
Ft. Erie, Reconditioning 5,000 Year-to-year
Ontario, Canada
New Rochelle, Reconditioning 23,000 January 2000
New York
San Leandro, Reconditioning 19,600 July 2002
California
Memphis, Headquarters for 63,700 October 2000
Tennessee Varsity's Operations
and Manufacturing
Memphis, Warehouse 21,500 October 1998
Tennessee
Sunnyvale, Office/Warehouse 10,030 November 2000
California
Decatur, Sport Gym 12,000 July 1998
Georgia
Carrollton, Sport Gym 11,050 January 2000
Texas
Bellaire, Texas Office 2,984 November 2000
- ------------------
(1) Lease is subject to renewal by Riddell for three years.
(2) Lease renewable at Riddell's option for four years.
ITEM 3. LEGAL PROCEEDINGS
Riddell and its subsidiaries from time to time become involved in
various claims and lawsuits incidental to their businesses including
without limitation, employment related, product liability and personal
injury litigation. See Item I--"-Product Liability Proceedings and
Insurance."
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's Common Stock is quoted on the NASDAQ-NMS under the
symbol RIDL. As of March 19,1998, there were approximately 875 holders of
record of the Company's Common Stock. The following table sets forth the
high and low sales prices for the Common Stock as reported by the
NASDAQ-NMS for the periods indicated:
High Low
---- ----
Year Ended December 31, 1996:
First Quarter 5 7/8 2 7/8
Second Quarter 6 1/8 4 1/16
Third Quarter 5 1/2 4 1/4
Fourth Quarter 5 1/2 4 1/4
Year Ended December 31, 1997:
First Quarter 5 1/2 3 7/8
Second Quarter 5 7/8 3 5/8
Third Quarter 6 4 5/16
Fourth Quarter 5 3/8 3 7/8
The last sale price of the Common Stock on December 31, 1997 was
$5.00.
Dividend Policy
Since its inception, the Company has not declared or paid, and
does not currently intend to declare or pay, any dividends on shares of its
Common Stock, and intends to retain future earnings for reinvestment in its
business. Any future determination to pay cash dividends will be in the
discretion of the Board of Directors and will be dependent upon the
Company's results of operations, financial condition, contractual
restrictions and other factors deemed relevant by the Board of Directors.
The Company's financing arrangements under its revolving credit facility
and the Senior Notes impose restrictions on the Company's ability to pay
cash dividends or make other distributions on its Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements and related notes
included elsewhere in this report.
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Operating Data (1) Year Ended December 31,
-----------------------------------------------------------
1997 1996 1995 1994 1993
------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
Net revenues ............................ $ 138,273 $ 72,382 $ 67,043 $ 55,412 $ 48,753
Cost of revenues ........................ 80,675 38,813 35,794 29,792 28,885
--------- --------- --------- --------- ---------
Gross profit ............................ 57,598 33,569 31,249 25,620 19,868
Selling, general and administrative
expenses(2) .......................... 46,278 27,853 25,983 28,614 23,395
Other charges ........................... -- -- -- 1,188 2,170
--------- --------- --------- --------- ---------
Income (loss) from operations ........... 11,320 5,716 5,266 (4,182) (5,697)
Interest expense ........................ 11,879 2,763 2,795 2,001 2,029
--------- --------- --------- --------- ---------
Income (loss) before taxes, extraordinary
item and cumulative effect of changes
in accounting principles ............. (559) 2,953 2,471 (6,183) (7,726)
Income taxes (credits) .................. -- 110 100 (1,250) (2,245)
Income (loss) before extraordinary item
and cumulative effect of changes
in accounting principles(3) .......... $ (559) $ 2,843 $ 2,371 $ (4,933) $ (5,481)
========= ========= ========= ========= =========
Earnings (loss) per share before
extraordinary item and cumulative
effect of changes in accounting
principles (5):
Basic .............................. $ (0.07) $ 0.35 $ 0.29 $ (0.62) $ (0.69)
Diluted ............................ (0.07) 0.33 0.29 (0.62) (0.69)
</TABLE>
<TABLE>
<CAPTION>
Balance Sheet Data (1) (4) December 31,
------------------------------------------------------------
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Working capital ......................... $ 37,599 $ 25,957 $ 19,286 $ 11,036 $ 13,231
Total assets ............................ 181,761 76,361 74,125 72,252 60,656
Long-term debt, less current portion..... 122,500 29,984 23,600 20,168 17,442
Shareholders' equity .................... 32,125 27,745 24,902 24,431 29,459
</TABLE>
- ------------------
(1) In June 1997 the Company acquired Varsity Spirit Corporation.
(2) In 1994 selling, general and administrative expenses included an
adjustment to record a $4.6 million charge for a product liability
litigation loss.
(3) In 1993 a charge was recorded for the cumulative effect on prior years
of a change in accounting principles for income taxes of $51,000
($0.01 per share) and a change in accounting principles for contingent
product liability of $214,948 ($0.03 per share). An extraordinary item
in 1995 consisted of a $1,900,000 ($0.23 per share) provision for
costs relating to fraudulent transfer litigation.
(4) See Note 10 to the Company's consolidated financial statements relating
to contingent liabilities.
(5) On December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128 "Earnings per Share" (SFAS 128"). All
current and prior years earnings (loss) per share data have been
restated to conform to the provisions of SFAS 128.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Overview
On June 19, 1997 the Company acquired Varsity Spirit Corporation (the
"Acquisition" and "Varsity"). Varsity's operations now comprise the
Company's spirit segment and include the design and marketing of
cheerleader and dance team uniforms for sale to the school spirit industry
and the operation of high school and college cheerleader and dance team
camps, clinics and special events.
In transactions related to the Acquisition, the Company issued $115
million of 10.5% Senior Notes, sold approximately $4.4 million of its
Common Stock to certain key managers of Varsity, entered into a new working
capital credit facility and repaid certain other long term debt.
The Acquisition significantly increased the size of the Company's
business. On a pro forma basis, revenue for the Company combined with
Varsity was $174.1 million in 1997 and $160.8 million in 1996, more that
twice the Company's historical stand-alone revenues for the year before the
Acquisition.
Also in 1997 the Company settled certain litigation (unrelated to
product liability) which had been ongoing for several years, resulting in a
curtailment of the high levels of legal expenses relating to these actions.
The Company's operating results for the year ended December 31, 1997
include Varsity's operating results from the date of acquisition, not the
full year. Since 1997 operating results for the Company include only this
partial year of Varsity's operations and 1996 operating results do not
include any of Varsity's operating results, the 1997 and 1996 operating
results are not comparable and are not indicative of the combined
operations of the Company on a going forward basis. To assist in overcoming
this limitation this presentation includes a comparison of certain pro
forma operating results for 1997 and 1996 to supplement the comparison of
actual results. 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 year resulted in a net loss on both an actual and
pro forma basis. On an overall basis, those portions of the Company's
operations, in both its historical sports products segment and the recently
acquired spirit segment, which sell to schools and other institutional
customers through the Riddell and Varsity direct sales forces demonstrated
improvements in revenues and operating income for the year. This revenue
improvement was offset to some degree and, as a result, the operating
income improvement was more than offset by declines from the Company's line
of retail sports collectibles sold through retail channels and its youth
sports products which are sold through dealers. In response to these
results the Company has recently hired new management for the retail
product lines and shifted the primary method of distributing youth sports
products toward direct marketing using the Company's in-house sales force.
Pro Forma Year Ended December 31, 1997 Compared to
Pro Forma Year Ended December 31, 1996
Pro Forma Revenues
Pro forma revenues for the year ending December 31, 1997 increased
$13.3 million, or 8%, to $174.1 million from $160.8 million in 1996.
Pro forma revenues from the Company's spirit segment, acquired in the
Acquisition, increased 15% to $101.4 million in 1997 from $88.4 million in
1996. This improvement reflected an increase in sales of uniforms and
accessories of $7.0 million, or 14%, in comparison to 1996, as well as
growth in the number of camp participants which contributed to an increase
in camp and event revenues of $6.0 million or 15% over 1996 levels.
Revenues generated by the Company's sports product and trademark
licensing segments are discussed below in the comparison of actual 1997 and
1996 results.
Pro Forma Gross Profit
Pro forma gross profit for 1997 was $71.0 million, an increase over
pro forma gross profit of $68.4 million for 1996.
Pro forma gross profit from the Company's spirit segment, acquired in
the Acquisition, increased $4.0 million, or 12%, for 1997 to $38.8 million
from $34.8 million in 1996. Pro forma gross profit for the spirit segment
was reduced by $0.8 million of charges stemming from a revaluation of
inventory in June 1997 and included in Varsity's preacquisition results.
Pro forma gross margins were also impacted by increased freight and
overtime costs incurred in the segment's uniform and accessory business in
order to overcome certain production delays which occurred during the year.
Gross profit generated by the Company's sports products and trademark
licensing segments is discussed, below, in the comparison of actual 1997
and 1996 results.
Pro Forma Selling, General and Administrative Expenses
On a pro forma basis, selling, general and administrative expenses
for 1997 were approximately $63.0 million, an increase over pro forma
expenses of $55.5 for 1996.
Pro forma selling, general and administrative expenses for the
Company's spirit segment, acquired in the Acquisition, increased $5.3
million for 1997 to $33.0 million from $27.6 million in 1996. This increase
is generally due to increases in variable expenses associated with
increased sales volume. The pro forma 1997 expenses also include the impact
of a non-cash charge of $0.6 million relating to in-the-money Riddell stock
options contractually granted to certain Varsity employees (as further
discussed in Note 8 of the Consolidated Financial Statements) and a charge
of $0.4 million stemming from a revaluation of receivable reserves in June
1997 and included in Varsity's preacquisition results. The segment's pro
forma selling, general and administrative expenses also reflect start-up
costs associated with Co. Dance, a new venture in the private dance studio
market.
Selling, general and administrative expenses incurred by the
Company's historical operations are discussed below in the comparison of
actual 1997 and 1996 results.
Year Ended December 31, 1997 Compared to The Year Ended December 31, 1996
(Comparison of Actual Results)
Revenues
Total revenues for the year ended December 31, 1997 increased to
$138.3 million from $72.4 million for the year ended December 31, 1996.
This increase included revenues from the recently acquired Varsity
operations of $65.6 million for the period from the June acquisition
through December 31, 1997.
Net sales of the Company's sports products segment increased $0.4
million, or under 1%, to $70.3 million in 1997 from $69.9 million in 1996.
The Company achieved a gain in sales to its institutional customers while
experiencing offsetting declines in its other product lines, as further
discussed in the following paragraphs.
Sales of athletic products and services sold to schools and other
institutions by the Riddell in-house sales force, which comprised
approximately 70% of the revenues from the Company's historical sports
products segment for 1997, increased approximately $5.2 million, or 12%,
over 1996 levels. The Company benefitted from initial sales of its newly
introduced line of athletic practice clothing and continued to experience
volume gains in most of its core football protective product lines and
reconditioning services.
The Company experienced a decrease in sales of collectible products
sold to retailers, youth athletic products sold through recreational
dealers and, to a lessor extent, products sold internationally. Sales for
these product lines decreased an aggregate of $4.8 million, or 19%, from
1996 levels.
The Company believes that the principal reasons for the declines in
sales of retail collectible products related to the timing of new product
introductions and industry-wide cautiousness in making inventory
commitments for licensed sports products. As part of a restructuring of its
consumer products group, early in 1998 the Company replaced the head of its
retail group and filled the sales manager position which had been vacant
since July 1997.
While sales of youth products had increased somewhat in 1996, the
1997 decrease represents the continuation of a trend that started in late
1994, when the Company changed its method of distribution for institutional
products, replacing independent dealers with its direct sales force. At
that time it left recreational youth products exclusively with the dealer
network and anticipated sales declines in youth products as dealers
de-emphasized the Company's products in reaction to the company's
withdrawal of institutional products from dealers. Because of the decline
in sales of youth products the Company decided to change its principal
means of distributing these products and in late 1997 began to sell youth
products to recreational teams and organizations on a direct basis. Youth
products will also continue to be offered to recreational team dealers and
distributors. Sales of youth products constituted 2% of the Company's
revenues in 1997. This change in distribution strategy could lead to lower
youth product sales to dealers which may or may not be offset by direct
sales.
Royalty income from trademark licensing in 1997 decreased by 4%, or
$0.1 million. The Company recognized gains in MacGregor royalties from
Kmart and royalties from its Riddell apparel and sock licenses. These gains
were offset by royalty declines due to the expiration of a MacGregor
license with Thom McAn which had generated $0.3 million in prior years and
the cessation of royalty receipts from the Company's Riddell footwear
licensee. As described elsewhere in this report, the Company has assigned
certain future royalties from its Riddell footwear licensee, for up to ten
years, to other parties to settle certain litigation. While the license has
recently been transferred to a new licensee, the assignment remains in
place.
The Company has derived a significant portion of its royalties from
licensing the MacGregor trademark to Kmart under an arrangement which
expires in mid 1998. Royalty income generated from this license was
approximately $2.0 million in 1997. The Company has renewed the footwear
portion of this license, which represented approximately 40% of royalties
under the license, for an initial term ending June, 2001 on substantially
the same terms. Kmart has indicated that it will not be renewing the sports
apparel portion of the license, which also has generated approximately 40%
of royalties under the license. Discussions on the renewal of the remaining
smaller categories which include socks and athletic bags have not reached a
conclusion. The Company intends to seek a new licensee to replace Kmart for
MacGregor sports apparel, as well any other category not renewed, after the
Kmart license expires. Also see "MacGregor Trademark" and "Business -
Riddell - Trademarks, Service Marks and License Agreements."
Gross Profit
Gross profit for the year ended December 31, 1997 increased to $57.6
million from $33.6 million for 1996. This increase included gross profit
from the recently acquired Varsity operations of $25.4 million for the
period from the Acquisition date through December 31, 1997.
Gross profit from the Company's sports products segment, which does
not include the operations acquired from Varsity, decreased by $1.3 million
to $29.8 million for 1997 from $31.1 million in 1996. Related gross margin
rates decreased to 42.4% of sales for 1997 from 44.5% of sales for 1996.
The decline in gross profit and gross margin rates was due to several
factors. First, the decline in sales of retail sports collectibles
discussed above heavily impacted gross profit and the margin rate as these
products carry higher than average margins. In addition, sales of practice
wear, which increased during the periods as discussed above, also diluted
gross margins as expected. Margins on practice wear, which normally carry a
lower margin than the Company's historical product lines, were also
negatively impacted during 1997 by start up costs of related screen
printing operations and introductory pricing. Also, while institutional
reconditioning business volume increased, margins for this product line
were down due to higher costs associated with the initial year of
reconditioning work on equipment from new customers gained during the year
and an increase in material and parts usage.
The Company believes that gross margin rates could decline in future
periods due to its strategy of introducing new products, although such
decreases would not likely be as large as the decrease in pro forma margin
rates experienced in 1997 which included the other causes discussed above.
New product introductions may include products which carry lower margins
than the average of the Company's other products and the Company is likely
to incur start up costs on new product lines as they are introduced.
Margins could also be negatively impacted in future years if growth of
newer lower margin products exceeds the growth of product lines with higher
margins.
While trademark licensing does have certain costs including selling,
general and administrative expenses, there are no costs which are deducted
in arriving at gross profit. Accordingly, any increase or decrease in
royalty income results in a corresponding increase or decrease in gross
profit.
Selling, General and Administrative Expenses
Selling, general and administrative expense increases reflect
expenses from the recently acquired Varsity operations of $16.2 million for
the period from the Acquisition date through December 31, 1997.
Selling, general and administrative expenses from the Company's
historical operations increased 8%, or $2.2 million, to $30.1 million for
1997 from $27.9 million in 1996. The year to date increase in expenses is
largely attributable to increased legal expenses related to various
litigation (exclusive of product liability matters) that were resolved
during 1997 as discussed elsewhere in this report. Total litigation expense
related to these litigation matters amounted to $2.8 million for 1997 and
$1.2 million 1996. These litigation matters were settled in 1997,
curtailing the high levels of legal expenditures relating to these actions.
Interest Expense
Interest expense for 1997 increased significantly over 1996 levels
due to the costs of additional debt incurred to finance the Varsity
Acquisition and the inclusion of a $3.0 million onetime charge relating to
the commitment fee for bridge financing that had been obtained as part of
the transactions surrounding the Acquisition. The increase in debt incurred
to finance the Acquisition, as further discussed below, will have a
continuing impact on interest expense in future periods.
Income Taxes
Tax expense for both 1997 and 1996 was reduced by the benefit of net
operating loss carryforwards recognized in those years. The recognition of
these tax benefits had the effect of decreasing tax expense by
approximately $0.5 million in 1997 and $1.2 million in 1996. The Company
anticipates that any remaining unrecognized tax benefit for financial
reporting purposes would be phased out upon the generation of approximately
$1.5 million in future pre-tax income and adjustments. The goodwill
recorded in connection with the Varsity Acquisition will generate
approximately $1.7 million in annual amortization charges that are not
deductible for income tax purposes during future years. This increase in
the level of permanent differences between income computed for financial
reporting purposes and for income tax purposes will have the effect of
increasing the Company's effective tax rate in future years.
Year Ended December 31, 1996 Compared to The Year Ended December 31, 1995
Overview
The discussion of operations for 1996 in comparison to 1995 is based
on the reported results for the Company and do not include any pro forma
impact of the operations acquired from Varsity in 1997.
Operations for the year ended December 31, 1996 resulted in a 20%
increase in net income to $2.8 million or $0.33 per share (on a diluted
basis), in comparison to 1995 earnings of $2.4 million or $0.29 per share
(on a diluted basis), before an extraordinary item. An extraordinary item
in 1995 consisted of a $1.9 million charge to establish a provision for
costs related to certain fraudulent transfer litigation. At the time the
provision was established, a settlement had been agreed to between the
parties but this litigation was not settled until 1997, as discussed
elsewhere in this report, and was settled under an agreement different from
the one anticipated at the time the provision was recorded.
In 1996 the Company benefitted from increased sales volume over most
of its product lines which, combined with a favorable sales mix, improved
the Company's gross margins from sales of sports products. These gains were
offset by a decrease in royalties from trademark licensing and an increase
in selling costs.
Revenues:
Net sales of the Company's sports products segment increased by 10%
in 1996 to $69.9 million from $63.6 during 1995. The Company experienced
sales gains in most of its product lines, including overall increases in
sales of athletic products, sports collectible products and reconditioning
services.
Sales of competitive athletic products increased approximately $2.0
million, or 8%, in comparison to 1995 levels. Sales of these products,
principally football helmets and shoulder pads sold to schools and other
institutions, reflect increased volume and selected price increases to
offset rising costs. Unit volume increases occurred as the Company gained
experience in direct distribution of institutional products. The Company
also benefitted from other actions taken to increase institutional sales.
These actions included increases in the number of salesmen calling on
schools, more intensive sales training, incremental field sales managers,
new sales incentive programs, and the introduction of additional athletic
products. In spite of continuing de-emphasis by the Company's historical
independent dealers, sales of youth products increased in 1996 as the
Company expanded its distribution. The Company experienced an anticipated
decline in sales of these products in 1995 as many dealers stopped
purchasing Riddell youth products when they were no longer offered the
Company's institutional product lines.
Sales of reconditioning services increased 3%, or approximately $0.7
million over comparable 1995 levels. This improvement was principally due
to moderate price increases.
Sales of sports collectible products increased approximately 20%, or
$3.5 million over 1995 levels. This improvement was due to increased volume
in sales of the Company's line of miniature helmets.
Royalty income decreased by 27% to $2.5 million from $3.4 million in
1995. MacGregor licensing royalties decreased 20%, or approximately $0.5
million in comparison to 1995 due a to decline in royalties from Kmart and
the inclusion in 1995 of certain non-recurring royalties. Royalties from
other MacGregor licensees remained stable at minimum contractual levels.
Royalty income for 1996 included approximately $0.3 million in royalties
from licenses which expired at the end of 1996. The larger of these two
licenses was with Thom McAn which had licensed the MacGregor trademark for
athletic shoes but had withdrawn from the athletic shoe market.
Royalties from the licensing of the Riddell trademark decreased from
approximately $0.8 million in 1995 to approximately $0.4 million in 1996.
The decline was principally due to two previously announced events which
took place near the end of 1995. First, the Company terminated a license
for certain athletic equipment due to the licensee's failure to pay
royalties. Secondly, the Company revised the terms of a license for Riddell
branded leisure apparel in conjunction with the related licensee's
restructuring of its product lines. The revised leisure apparel license
called for a lower level of minimum royalties than those paid in 1995. The
Company also saw a decrease in royalties received from its Riddell athletic
footwear licensee as the licensee offset certain amounts against royalties
due the Company in 1996.
Gross Profit
Gross profit attributable to the sports products segment increased
$3.3 million or 12%, to $31.1 million for the year ended December 31, 1996
from $27.8 million for the year ended December 31, 1995. Gross profit
margin rates for the segment increased to 44.5% of sales in 1996 from 43.7%
of sales for 1995. The increase in gross profit is principally due to sales
increases discussed above. Other factors contributing to the improvement in
gross margins were changes to the sales mix, efficiencies due to higher
volumes and selective price increases taken to offset rising costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $1.9 million
or 7% over 1995 levels. These increases are attributable to higher levels
of selling, marketing and promotional expenses relating to the Company's
sales of competitive athletic products sold to schools and other
institutions. These selling expense increases were incurred in taking
certain actions to increase sales of competitive athletic products as
discussed under revenues, above. These increases in selling expenses were
offset in part by a decline in administrative expenses with the end result
that overall selling, general and administrative expenses remained
relatively stable as a percentage of revenues, decreasing to 38.5% of
revenues in 1996 from 38.8 % of revenues in 1995.
Interest Expense
Interest expense was relatively stable between the two years with an
overall decrease of approximately 1%. An overall decrease in average
interest rates was offset, in part, by increases in average indebtedness
relating to increased levels of overall business volume. A substantial
portion of the Company's borrowings were based on its bank's prime rate,
which averaged 8.27% in 1996, a 6% decrease from an average rate of 8.83%
in 1995. Average interest rates also decreased as a result of the Company's
issuance of a $7,500,000, 4.1% convertible subordinated note in November
1996. The majority of the proceeds of this note were used to repay
indebtedness which carried higher interest rates.
Income Taxes
Tax expense for both 1996 and 1995 was reduced by the benefit of net
operating loss carryforwards recognized during the years. The recognition
of these tax benefits had the effect of decreasing tax expense by
approximately $1.2 million in 1996 and approximately $0.9 million in 1995.
MacGregor Trademark
The Company acquired certain rights to the MacGregor trademark and
related license agreements as part of an acquisition in 1988 at an
allocated cost of approximately $20.1 million. The Company is amortizing
the trademark rights over a period of forty years, and the license
agreements over their terms. The unamortized cost of these assets included
in intangible assets at December 31, 1997 was approximately $13.7 million.
( See Note 6 of the Consolidated Financial Statements). The Company
considers licensing revenues derived from the MacGregor trademark rights to
be a material part of its business. A material decline in the royalties
from the MacGregor trademark rights could have a material adverse effect on
the Company's results of operations. Furthermore, if there were a material
decline in the revenues from the MacGregor trademark, then the carrying
amount of the MacGregor trademark rights could be deemed to have been
impaired. A write-down for such impairment could have a material adverse
effect on the Company's financial position and results of operations.
Year 2000 Issues
The Company uses computer systems across its business, and like
virtually all companies and organizations, is faced with the task of
addressing the Year 2000 issue over the next two years. The Year 2000 issue
relates to the possibility that computer systems may not be able to
properly process data which utilizes dates after December 31, 1999. The
Company has been engaged in a program to assess and correct related
problems in existing systems or, in the case of a system otherwise slated
for replacement, to obtain a new system which is Year 2000 compliant. In
this regard, the Company has incurred expenses for Year 2000 remedial
programs of approximately $200,000 in 1997 and anticipates that costs will
remain at this level over the next year, exclusive of the cost of the new
system being procured. The cost of the new system is not expected to impact
capital expenditures beyond the level generally experienced over the past
two years, on a pro forma basis. The Company will utilize both internal and
external resources to reprogram or replace and test systems for Year 2000
compliance. The Company plans to complete its Year 2000 compliance program
by early 1999 and believes that completion of the program can mitigate its
Year 2000 issues. However, the issues involved are full of complexities and
uncertainties, and if all required modifications and conversions are not
identified and completed on a timely basis, the Year 2000 issue could
result in a material impact on the Company.
While the Company believes it is taking all appropriate steps to
become Year 2000 compliant, it is dependant on customer, vendor and other
third party compliance to a large extent. While the Company has had
communications with certain customers and suppliers on this issue, the
diversity of its customer and supplier base make it impracticable to
determine the full extent to which the Company may be vulnerable to those
third parties' failures to remediate their own Year 2000 issues. There can
be no guarantee that the systems of customers, vendors and other companies
will be timely converted and that failure to convert would not have a
material adverse effect on the Company.
Liquidity and Capital Resources
Changes in debt structure
In order to finance the Varsity Acquisition, the Company issued $115
million of 10.5% Senior Notes due 2007 and entered into a new credit
facility for a $35 million five year revolving line of credit. See Note 7
of the Consolidated Financial Statements.
Overall, the costs of the Acquisition and the financing used
approximately $101 million of cash, net of $4.4 million of gross proceeds
from newly issued stock sold to certain key employees of Varsity. The
remaining $14 million of proceeds from the issuance of the $115 million
Senior Notes, together with draws under the new revolving line of credit,
were used to repay debt consisting of a $5 million term note with interest
at prime plus 0.5%, $439,000 of 8% subordinated notes due to certain
shareholders and approximately $150,000 of other notes payable which had
been discounted at 6.5% and to refinance and reduce the Company's and
Varsity's existing lines of credit. All of the Company's preexisting long
term debt was repaid except for its $7.5 million of 4.10% Convertible
Subordinated Notes.
The Company incurred debt issue costs of approximately $5.4 million
in connection with the Senior Notes and approximately $0.8 million of costs
in connection with the new credit facility. These costs will be amortized
to interest expense over the life of the related debt.
The Senior Notes and the New Credit Facility impose certain covenants
on the Company, including covenants limiting the amount of additional
indebtedness the Company may incur, its ability to engage in future
acquisitions, its ability to sell assets and apply proceeds from them and
the amount of dividends the Company may declare and pay. The covenants in
the New Credit Facility also require the Company to maintain specified
financial ratios and meet specified financial tests, all of which may
impose limitations on the Company's future liquidity.
Capital Expenditures
Combined capital expenditures for the Company and Varsity totaled
approximately $2.7 million in 1997 and $3.0 million in 1996.
Working Capital Seasonality and Liquidity
The Company has historically sold a significant portion of its
competitive football products and reconditioning services on dated payment
terms to its customers (primarily high schools and colleges). Accordingly,
trade receivables increase throughout the year as sales are made on these
dated payment terms. The increase in trade receivables continues throughout
an annual cycle until reduced at the end of the cycle as the dated
receivables become due, generally in the following July to October period.
In order to finance the resulting receivable levels, the Company has
maintained a revolving line of credit. The outstanding balance on the
revolving line of credit generally follows the seasonal receivable cycle
described above, increasing as the level of receivables increase until the
midsummer of each year when collections of the dated receivables begin and
are used to reduce the outstanding balance.
The recently acquired operations of Varsity follow a similar pattern.
Varsity's slow season runs from the fourth quarter and last into the second
quarter, a period in which Varsity generates lower levels of revenue while
incurring expenditures in preparation for its approaching business season.
Working capital demand reaches a peak in the middle of the second quarter.
Varsity has historically repaid these borrowings by early in the third
quarter as its collections begin to pick up in June with the start of camp
and continues at a seasonally high level through the fall of each year as
many of its receivables are collected from the sale of uniforms and related
goods.
There were no outstanding borrowings at December 31, 1997 under the
Company's New Credit Facility which matures in 2002 and provides for
seasonal borrowings under a revolving line of up to $35 million, dependant
on certain levels of receivables and inventories. The Company anticipates
that it will need to modify certain financial covenants contained in its
credit facility during 1998. Based on the Company's relationship with its
lenders and recent discussions, the Company believes that it will be able
to obtain the necessary modifications to its credit facility, although
there can be no such assurance that this will be the case.
In addition to the historical seasonality of the Company's
businesses, the Company expects that its new debt structure will impact the
seasonality of its working capital demands as the semi-annual interest
payments on the $115 million of 10.5% Senior Notes come due each January
and July. There are no principal payments due on the Senior Notes until
they mature in 2007.
As a result of the financing transactions associated with the Varsity
Acquisition discussed above, the Company's debt service obligations have
increased significantly. 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 line of credit under the credit
facility will be sufficient to funds its debt service and seasonal and
other working capital requirements in the foreseeable future.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14(a) in Part IV and page F-1 of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
The Registrant hereby incorporates by reference in response to
Part III its Proxy Statement to be filed pursuant to Regulation 14A by
April 30, 1997 (except to the limited extent the rules and regulations of
the Commission authorize certain sections of such Proxy Statement not to be
incorporated herein by reference, as specifically indicated in such Proxy
Statement).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (a) (2) Financial Statements and Schedules to Financial
Statements
The financial statements, notes thereto, financial statement
schedules and accountants' report listed in the "Index to
Financial Statements" on page F-1 of this Report are filed as
part of this Report.
(a)(3) Exhibits
The exhibits listed in the Exhibit Index attached to this
Report are filed as part of this Report.
(b) Reports on Form 8-K
Form 8-K filed December 23, 1997 and as amended February 19,
1998 reporting the Company's results of operations for the
third quarter of 1997 and incorporating by reference certain
sections on the Company's registration statement on Form S-4.
Form 8-K dated February 5, 1998 reporting ECG2, Inc. purchased
the assets of Pursuit Athletic Footwear, Inc., and became the
Company's new footwear licensee of the "Riddell" brand and that
the Company's subsidiary, Varsity Spirit Corporation, is
expanding its dance business to include an expanded line of
dancewear and a new venture that runs regional dance
conventions and competitions for private dance studio students.
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Certified Public Accountants................ F-2
Consolidated Balance Sheets at December 31, 1997 and 1996 ........ F-3
Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995 ............................ F-4
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1997, 1996 and 1995 ...................... F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 ............................ F-6
Notes to Consolidated Financial Statements........................ F-7
Financial Statement Schedules
Report of Independent Certified Public Accountants on Schedule.... S-1
Schedule II - Valuation and Qualifying Accounts................... S-2
All other financial statement schedules are omitted as the
required information is presented in the financial
statements or the notes thereto or is not necessary.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Riddell Sports Inc.
We have audited the accompanying consolidated balance sheets of
Riddell Sports Inc. (a Delaware corporation) and Subsidiaries as of
December 31, 1997and 1996, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1997. These financial statements are the
responsibility of the management of Riddell Sports Inc. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Riddell Sports Inc. and Subsidiaries as of December 31, 1997
and 1996, and the consolidated results of their operations and their
consolidated cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting
principles.
GRANT THORNTON LLP
Chicago, Illinois
February 21, 1998
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
December 31,
1997 1996
------------ ----------
ASSETS (Note 7)
Current assets:
Cash .................................................................. $1,011 $357
Accounts receivable, trade, less allowance for doubtful
accounts ($824 and $513 respectively) (Note 3)........................... 26,425 15,145
Inventories (Note 4)........................................................ 24,066 16,406
Prepaid expenses............................................................ 6,800 4,835
Other receivables........................................................... 1,562 159
Deferred taxes (Note 11 )................................................... 1,358 1,820
------------ -------------
Total current assets 61,222 38,722
Property and equipment, less accumulated depreciation (Note 5)................. 7,823 3,507
Intangible assets and deferred charges, less accumulated.......................
amortization (Note 6) ...................................................... 112,118 34,067
Other assets................................................................... 598 65
------------ -------------
$181,761 $76,361
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
<S> <C> <C>
Current portion of long-term debt (Note 7).................................. $ - $1,158
Accounts payable............................................................ 8,377 4,867
Accrued liabilities (Notes 10 and 12)....................................... 10,717 6,740
Customer deposits........................................................... 4,529 -
------------ ------------
Total current liabilities 23,623 12,765
Long-term debt, less current portion (includes $439
due to shareholders at December 31, 1996) (Note 7) 122,500 29,984
Deferred taxes (Note 11)....................................................... 453 1,820
Other liabilities (Notes 10 and 12)............................................ 3,060 4,047
Commitments and contingent liabilities (Notes 9 and 10)
Shareholders' equity (Note 8):
Preferred stock, $.01 par; authorized 5,000,000 shares; none issued
Common stock, $.01 par; authorized 40,000,000 shares; issued
and outstanding 9,079,154 and 8,067,985 shares, respectively............. 91 81
Capital in excess of par.................................................... 36,386 31,457
Accumulated deficit......................................................... (4,352) (3,793)
------------ -------------
32,125 27,745
------------ -------------
$ 181,761 $ 76,361
============ =============
See notes to consolidated financial statements
</TABLE>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
------------ ----------- --------
Net revenues:
<S> <C> <C> <C>
Net sales, products and reconditioning............................ $103,583 $69,888 $63,603
Camps and events.................................................. 32,302 - -
Royalty income.................................................... 2,388 2,494 3,440
------------ ----------- -----------
138,273 72,382 67,043
------------ ----------- -----------
Costs of revenues:
Products and reconditioning....................................... 58,718 38,813 35,794
Camps and events.................................................. 21,957 - -
------------ ----------- ----------
80,675 38,813 35,794
------------ ----------- -----------
Gross profit......................................................... 57,598 33,569 31,249
Selling, general and administrative expenses......................... 46,278 27,853 25,983
------------ ----------- -----------
Income from operations............................................... 11,320 5,716 5,266
Interest expense (Note 7)............................................ 11,879 2,763 2,795
------------ ----------- -----------
Income (loss) before taxes and extraordinary item.................... (559) 2,953 2,471
Income taxes......................................................... - 110 100
------------ ----------- -----------
Income (loss) before extraordinary item.............................. (559) 2,843 2,371
Extraordinary item, provision for costs relating to
fraudulent transfer litigation................................. - - (1,900)
------------ ----------- -----------
Net income (loss).................................................... ($559) $2,843 $471
============ =========== ===========
Basic earnings (loss) per share:
Income (loss) before extraordinary item........................... ($0.07) $0.35 $0.29
Extraordinary item, provision for costs relating to
fraudulent transfer litigation................................. - - (0.23)
------------ ----------- -----------
Net income (loss)................................................. ($0.07) $0.35 $0.06
============ =========== ===========
Diluted earnings (loss) per share:
Income (loss) before extraordinary item........................... ($0.07) $0.33 $0.29
Extraordinary item, provision for costs relating to
fraudulent transfer litigation................................. - - (0.23)
------------ ----------- -----------
Net income (loss)................................................. ($0.07) $0.33 $0.06
============ =========== ===========
Weighted average number of common and
common equivalent shares outstanding
Basic.......................................................... 8,585 8,068 8,068
Diluted........................................................ 8,585 8,730 8,068
See notes to consolidated financial statements
</TABLE>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands)
<TABLE>
<CAPTION>
Retained
Additional earnings Total
Common Stock paid in (Accumulated Shareholders'
Shares Amount capital deficit) equity
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995..................... 8,040 $80 $31,458 $(7,107) $24,431
Issuance of common stock in
connection with an acquisition 28 1 (1) - -
Net income for the year................... - - - 471 471
------ ----- ----------------- ----------- -----------
Balance, December 31, 1995...................8,068 81 31,457 (6,636) 24,902
Net income for the year................... - - - 2,843 2,843
------ ----- ----------------- ----------- -----------
Balance, December 31, 1996................... 8,068 81 31,457 (3,793) 27,745
Compensation in connection
with option grants..................... - - 559 - 559
Issuance of common stock upon
exercise of stock options.............. 25 - 60 - 60
Sale of common stock,
net of costs 986 10 4,310 - 4,320
Net (loss) for the year................... - - - (559) (559)
------ ----- ----------------- ----------- -----------
Balance, December 31, 1997................... 9,079 $91 $36,386 ($4,352) $32,125
====== ===== ================= =========== ===========
</TABLE>
See notes to consolidated financial statements
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
------------ ----------- --------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income (loss)...................................................... ($559) $2,843 $471
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization:
Amortization of debt issue costs.................................. 502 15 -
Other depreciation and amortization............................... 4,010 2,193 2,167
Stock options issued................................................ 559 - -
Provision for losses on accounts receivable......................... 365 436 393
Change in assets and liabilities (net
of effects from acquisitions):
(Increase) decrease in:
Accounts receivable, trade..................................... 6,426 (1,482) (3,759)
Inventories.................................................... 1,400 (1,980) (2,263)
Prepaid expenses............................................... 2,304 (10) (717)
Other receivables.............................................. 975 199 5,464
Other assets................................................... 45 39 6
Increase (decrease) in:
Accounts payable............................................... (4,010) (1.437) (410)
Accrued liabilities............................................ (502) (2,842) (6.467)
Customer deposits.............................................. (6,167) (2,558) -
Other liabilities.............................................. (987) - 2,912
------------ ----------- -----------
Net cash provided by (used in) operating activities.......... 4,361 (4,584) (2,203)
------------ ----------- -----------
Cash flows from investment activities:
Capital expenditures................................................... (1,814) (1,139) (750)
Acquisitions ..................................................... (91,245) - (642)
Contingent "earn-out" payments on prior acquisitions................... (166) (174) -
------------ ----------- ----------
Net cash used in investing activities........................ (93,225) (1,313) (1,392)
------------ ----------- -----------
Cash flows from financing activities:
Net borrowings under line-of-credit agreement.......................... (17,890) (87) 603
Proceeds from issuance of long-term debt............................... 115,000 7,500 5,000
Debt issue costs....................................................... (6,220) (761) -
Principal payments on long-term debt:
Shareholders........................................................ (439) (871) (1,029)
Banks and other..................................................... (5,313) (142) (554)
Proceeds from issuance of common stock................................. 4,380 - -
------------ ----------- ----------
Net cash provided by financing activities...................... 89,518 5,639 4,020
------------ ----------- -----------
Net increase (decrease) in cash........................................... 654 (258) 425
Cash, beginning........................................................... 357 615 190
------------ ----------- -----------
Cash, ending ..................................................... $1,011 $357 $615
============ =========== ===========
See notes to consolidated financial statements
</TABLE>
RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting policies:
Principles of consolidation: The consolidated financial
statements include the accounts of Riddell Sports Inc. and its wholly-owned
subsidiaries (the "Company"). All significant intercompany accounts and
transactions have been eliminated.
Inventories: Inventories are stated at the lower of cost
(determined on a first-in, first-out basis) or market, and include
material, labor and factory overhead.
Property and equipment: Property and equipment are stated at
cost. Depreciation is being computed using the straight-line method over
the estimated useful lives (principally 30 years for buildings and
improvements and 3 to 7 years for machinery and equipment) of the related
assets.
Intangible assets and deferred charges: Amortization of the cost
of license agreements acquired is based on the estimated future revenues
over the terms of those agreements. Debt issue costs are amortized to
interest expense over the term of the related debt. Other intangibles and
deferred charges are being amortized by the straight-line method over their
respective estimated lives.
On an ongoing basis, management reviews the valuation of
goodwill and other intangible assets to determine if there has been
impairment by comparing the related assets' carrying value to the
undiscounted estimated future cash flows and/or operating income from
related operations.
Income taxes: Deferred tax liabilities and assets are recognized
for the expected future tax consequences of events that have been included
in the financial statements or tax returns. Deferred tax liabilities and
assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities (excluding non-deductible
goodwill) using enacted tax rates in effect for the years in which the
differences are expected to become recoverable or payable.
Revenues: Sales of products and reconditioning are generally
recorded upon shipment to customers. Camp and event revenues are recognized
over the term of the respective activity. Royalty income is generally
recorded by the Company when earned based upon contracts with licensees.
These contracts provide for royalties based upon the licensee's sales or
purchases of covered products, subject to minimum amounts of royalties, for
a given time period.
Estimates: In preparing financial statements in conformity with
generally accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Estimates relating to contingent liabilities are further discussed in Note
10.
Concentration of credit risk: The Company earns the majority of
its revenues from sales to, and events and activities sponsored by, schools
and other institutions. The Company maintains reserves for potential losses
on receivables from these institutions, as well as receivables from other
customers, and such losses have not exceeded managements expectations.
Earnings (loss) per share: On December 31, 1997, the Company
adopted Statement of Financial Accounting Standards No. 128 - "Earnings per
Share" (SFAS 128"). As required by SFAS 128 all current and prior year
earnings (loss) per share data have been restated to conform to the
provisions of SFAS 128.
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>
<CAPTION>
Years ended December 31,
1997 1996 1995
------------ ----------- --------
(In thousands)
Earnings (loss) - numerator:
<S> <C> <C> <C>
Income (loss) before extraordinary item ($ 559) $ 2,843 $ 2,371
Effect of assumed conversion, when dilutive,
of convertible debt - interest savings net of tax - 61 -
------------ ----------- ----------
Numerator for diluted per share computation ($ 559) $2,904 $ 2,371
============ =========== ===========
Shares - denominator:
Weighted average number of outstanding common shares 8,585 8,068 8,068
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 - 480 -
Convertible debt, assumed conversion when dilutive - 182 -
------------ ----------- ----------
Denominator for diluted per share computation 8,585 8,730 8,068
============ =========== ===========
</TABLE>
The convertible debt, which has been outstanding since November
1996, is described in Note 7 below. Options and warrants are described in
Note 9 below. All potentially dilutive securities were excluded from the
computation of diluted earnings per share for the year ended December 31,
1997 as their inclusion would not have been dilutive due to the net loss
for the year. Options and warrants to purchase 89,500 shares of common
stock with a weighted average exercise price of $10.29 which were
outstanding at December 31, 1996 were excluded from the computation of
diluted earnings per share for 1996 as their inclusion would not have been
dilutive because their exercise prices were greater than the average market
price of common shares for the year. No options or warrants were included
in the computation of diluted earnings per share the year ended December
31, 1996 as substantially all of their exercise prices were greater than
the average market price of common shares for the year.
Extraordinary item: For the year ended December 31, 1995 the
Company recorded a charge to establish a provision for costs related to
certain fraudulent transfer litigation as further described in Note 10.
This charge has been classified as an extraordinary item due to the unusual
and infrequent nature of the related litigation claim.
Reclassification: Certain amounts in the 1996 and 1995 financial
statements have been reclassified to conform with the 1997 presentation.
2. Acquisition
On June 19, 1997 the Company acquired Varsity Spirit Corporation
("Varsity"). Varsity is a leading supplier of cheerleader and dance team
uniforms and accessories to the youth, junior high, high school and college
markets. Varsity is also a leading operator of cheerleader and dance team
camps, clinics and special events. The net purchase price of approximately
$91.2 million, including costs of the acquisition, was paid in cash, and
the acquisition has been accounted for under the purchase method. The
purchase price was allocated based on estimated fair values at the date of
acquisition. This resulted in an excess of the purchase price over the net
assets acquired of $74.8 million, which has been recorded as goodwill and
is being amortized on a straight-line basis over 40 years. A summary of the
allocation of the purchase price to assets acquired, based on their
estimated fair values follows:
(In thousands)
Purchase price including costs and
liabilities paid at closing $95,548
Less, cash acquired (4,303)
-----------
Net cash cost 91,245
Current liabilities assumed 23,068
Less, acquired assets:
Current assets, excluding cash (35,055)
Property and Equipment (3,926)
Other assets (577)
-----------
Excess cost over net
assets acquired (goodwill) $ 74,755
=========
The operating results of Varsity have been included in the
consolidated statements of operations from the date of acquisition. The
following pro forma information presents the combined operations of the
Company and Varsity as if the acquisition, and relating financing
transactions discussed in Note 7, had occurred at the beginning of each of
the periods presented:
<TABLE>
<CAPTION>
Year Ended December 31,
1997 1996
------- -------
(In thousands, except per share amounts)
<S> <C> <C>
Net revenues $174,084 $160,831
Cost of revenues 103,076 92,426
-------- --------
Gross profit 71,008 68,405
Selling, general and administrative expenses 63,048 55,469
-------- -------
Income from operations 7,960 12,936
Interest expense 14,230 13,988
-------- --------
Income (loss) before taxes (6,270) (1,052)
Income taxes - -
--------- --------
Net income (loss) ($6,270) ($1,052)
========= ========
Earnings (loss) per share:
Basic ($0.69) ($0.12)
Diluted ($0.69) ($0.12)
Depreciation and amortization $5,588 $5,142
</TABLE>
These pro forma results have been presented for comparative
purposes only and include the following pro forma adjustments (amounts
shown in thousands and relate to the years ended December 31, 1997 and
1996, respectively): (1) additional amortization expense as a result of
goodwill arising from the acquisition ($789 and $1,616); (2) salary
increases relating to contracts entered into in conjunction with the
transactions ($75 and $150); (3) elimination of costs incurred by Varsity
in maintaining its status as a separate public corporation ($165 and $443);
(4) adjustments of certain expenses incurred by the Company or Varsity
based on programs existing within the other company ($38 and $95); (5)
elimination of one time charges arising from the transaction for redeeming
Varsity stock options ($4,783 for 1997 only), a change in control payment
($250 for 1997 only) and bridge loan commitment fees ($3,000 for 1997
only); (6) additional interest on acquisition debt and related debt changes
($5,401 and $11,391); and (7) the tax effect of the above ($1,728 credit
elimination and $3,524 expense elimination). The pro forma results are not
necessarily indicative of results that would have occurred had the
combination been effected at the dates indicated nor of future operating
results of the combined operations.
3. Receivables
Accounts receivable include unbilled shipments of approximately
$1,157,000 at December 31, 1997, principally relating to Varsity's
business. Unbilled shipments at December 31, 1996, before the acquisition
of Varsity, were not material. 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 yet 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.
4. Inventories:
Inventories consist of the following:
<TABLE>
<CAPTION>
December 31,
1997 1996
------- --------
(In thousands)
<S> <C> <C>
Finished goods $ 12,691 $ 6,712
Work-in-process 3,571 4,345
Raw materials 7,804 5,349
---------------- ---------------
$24,066 $16,406
================ ===============
5. Property and equipment:
Property and equipment consist of the following:
December 31,
1997 1996
---------------- ----------
(In thousands)
Land $ 207 $ 207
Building and improvements 1,428 1,102
Machinery and equipment 10,955 6,017
---------------- ---------------
12,590 7,326
Less accumulated depreciation 4,767 3,819
---------------- ---------------
$ 7,823 $ 3,507
================ ===============
</TABLE>
Depreciation expense relating to all property and equipment
amounted to $1,423,000, $598,000 and $596,000 for the years ended December
31, 1997, 1996 and 1995, respectively.
6. Intangible assets and deferred charges:
Intangible assets and deferred charges consist of the following:
<TABLE>
<CAPTION>
Estimated
Lives December 31,
in years 1997 1996
-------- -------- ----------
(In thousands)
<S> <C> <C> <C>
MacGregor trademark rights 40 $18,040 $18,040
MacGregor license agreements 8 2,030 2,030
Trademarks 40 3,250 3,250
Goodwill 40 91,292 16,371
Debt issue costs 8 6,981 761
Other 7 to 10 3,773 3,773
--------- ---------------
125,366 44,225
Less accumulated amortization 13,248 10,158
--------- ---------------
$112,118 $34,067
========= ===============
</TABLE>
7. Long-Term Debt:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31,
1997 1996
---------------- -----------
(In thousands)
<S> <C> <C>
Senior notes, 10.5%, due 2007, terms further described below $115,000 $ -
Convertible subordinated note payable, interest at 4.1%, due 2002 through
2004, terms further described below 7,500 7,500
Revolving line of credit, bank, interest at the bank's prime rate (8.25% at
December 31, 1996), refinanced in June 1997 in connection with certain
financing transactions occurring at the time of the Varsity acquisition - 17,890
Term loan payable, bank, interest at 1/2% over prime, repaid in June 1997
in connection with certain financing transactions occurring at the time
of the Varsity acquisition - 5,000
Subordinated note payable, shareholders, interest at 8%, repaid in June
1997 in connection with certain financing transactions occurring at the
time of the Varsity acquisition - 439
Notes payable, discounted at 6.5%, repaid in June 1997 in connection with
certain financing transactions occurring at the time of the Varsity
acquisition - 313
------------ --------
122,500 31,142
Less current portion - 1,158
------------ ----------
$122,500 $29,984
============= ==========
</TABLE>
The aggregate maturities of long-term debt are as follows:
Years ending December 31, (In thousands)
2002 $ 1,875
2003 1,875
2004 3,750
2007 115,000
$122.500
In addition to the outstanding debt listed above, the Company
maintains a revolving line of credit under a credit facility with its
bankers There was no outstanding balance under this line of credit at
December 31, 1997. The credit facility consists of a line of credit in a
principal amount not to exceed $35 million, expiring in 2002. Draws under
the line of credit are limited under the terms of the related loan
agreement to a percentage of certain receivables and inventory. The
outstanding balance of the line accrues interest, payable monthly, at a
rate of LIBOR plus a margin of 2.25% on draws so designated by the Company,
and on other draws at the higher of the bank's prime rate plus a margin of
0.75% or the Federal Funds rate plus 1.25%. At December 31, 1997 LIBOR
rates averaged approximately 5.8% and the prime rate was 8.5%. The credit
facility also calls for a commitment fee equal to an annual rate of 0.5%
applied to the unused portion of the line. The margin of the interest rate
over the related rates, as well as the commitment fee rate, is subject to
quarterly adjustment after June 30, 1998 dependent on certain financial
ratios. The interest rate margin can vary between 1.5% and 2.5% over LIBOR,
0% to 1% over the prime rate, 0.5% and 1.5% over the Federal Funds rate and
0.4% to 0.5% on the commitment fee. The credit facility agreement contains
certain covenants which, among other things, require the Company to meet
certain ratio and net worth tests, restrict the level of additional
indebtedness the Company may incur, limit payments of dividends, restrict
the sale of assets and restricts investments the Company may make. The
credit facility also requires repayment of the principal amount upon the
occurrence of certain changes in the control of the Company. The Company
has pledged essentially all of its tangible assets as collateral for the
credit facility.
The 10.5% senior notes due 2007 (the "Senior Notes") contain
certain covenants that, among other things, restrict the level of other
indebtedness the Company may incur, the amounts of investments it may make
in other businesses, the sale of assets and use of proceeds therefrom, and
the payment of dividends. The Senior Notes also restrict payment of junior
indebtedness prior to the maturity of the junior indebtedness. The Senior
Interest on the notes is payable semiannually each January 15 and July 15.
The holders of the Senior Notes have the right to require the Senior Notes
to be redeemed at 101% of the principal amount in the event of a Change of
Control (as defined). The Senior Notes contain certain prepayment
restrictions and have no mandatory redemption provisions. The Senior Notes
are guaranteed by all of the Company's subsidiaries. Each of these
subsidiaries are wholly-owned subsidiaries of the Company and have fully
and unconditionally guaranteed the Senior Notes on a joint and several
basis. The Company itself is a holding company with no assets or operations
other than those relating to its investments in its subsidiaries. The
separate financial statements of the guaranteeing subsidiaries are not
presented in this report because, considering the facts stated above, the
separate financial statements and other disclosures concerning the
guaranteeing subsidiaries are not deemed material to investors by
management.
The 4.1% convertible subordinated note payable is subordinated
in right to prior payment in full of Senior Indebtedness, which is
generally defined in the governing agreements to include debt under the
senior notes and revolving line of credit described above and any
refinancing, renewal or replacement thereof as well as certain other debt.
Repayments of 25% and 33 1/3% of the then outstanding principal balance is
due on November 1, 2002 and 2003, respectively, with the remaining balance
due November 1, 2004. Interest is payable semi annually each May 1 and
November 1. The note limits the Company's ability to grant certain stock
options and requires repayment of 101% of the principal amount in the event
of a change in control. In connection with obtaining consents needed for
various aspects of the Varsity acquisition, the Company amended the note to
provide for a reduction from $6.00 to $5.3763 per share in the conversion
price.
The Senior Notes were issued and the new revolving credit
facility was entered into in connection with the acquisition of Varsity
Spirit Corporation (see Note 2). In connection with these financing
transactions, all other long term debt of the Company, except the
convertible notes, was repaid. The Company incurred debt issue costs of
approximately $5.4 million in connection with the Senior Notes and
approximately $0.8 million of costs in connection with the new credit
facility. These costs are included with intangibles and deferred charges
(see Note 6) and will be amortized to interest expense over the life of the
related debt. The Company also incurred costs of $3.0 million in connection
with a bridge loan commitment needed to support the acquisition which was
charged to interest expense in June 1997.
In February 1996, certain shareholders of the Company had
provided the Company's bank with limited guaranties, aggregating
$2,000,000, of the term loan and revolving line of credit in place at the
time. This group of shareholders, all of whom were directors of the
Company, included the Company's Chairman, CEO and a Vice President. These
guarantees were provided in conjunction with certain modifications of the
loans obtained in December 1995. The guarantees were released by the bank,
and terminated, in November 1996.
8. Shareholders' equity and stock option plans:
In June 1997, the Company sold 986,169 shares of its Common
Stock to certain key employees of Varsity at $4.50 per share for an
aggregate, net of related costs, of approximately $4.3 million pursuant to
Stock Purchase Agreements, dated May 15, 1997, entered into in conjunction
with the Acquisition.
Stock option plans: The 1991 Stock Option Plan, as amended
through 1997, and the 1997 Stock Option Plan provides for the granting of
options to key employees, directors, advisors and independent consultants
to the Company for the purchase of up to an aggregate of 2,915,500 shares
of the Company's common stock. Under the 1991 Stock Option Plan, options
for an aggregate of 1,415,500 shares may be granted at an option price of
no less than 85% of the market price of the Company's common stock on the
date of grant and may be exercisable between one and ten years from the
date of grant. Under the 1997 Stock Option Plan, options or other
stock-based awards may be granted for an aggregate of 1,500,000 shares. The
1997 Stock Option Plan generally does not restrict the option price or
exercise terms of grants.
During 1997, in connection with the terms of certain agreements
entered into in connection with the Varsity acquisition, the Company issued
options for the purchase of approximately 950,000 shares of its Common
Stock to Varsity employees. Included in this amount are 450,000 options to
certain key employees of Varsity which vested immediately and which have an
option price of $3.80. A charge of approximately $559,000 was recorded in
June, 1997, and credited to additional paid in capital, to reflect the
intrinsic value of these options based on their in-the-money position on
the measurement date for this grant. The remaining 500,000 options were
issued to a broad group of Varsity employees with exercise prices at
market. Both of these sets of option grants are included in the information
summarized below.
Options granted through December 31, 1997 generally have been
designated as non-qualified stock options and, except as described above,
have had option prices equal to market values on the date of grant, have
had terms of five or ten years, and have had vesting periods of one or four
years. Information relating to stock option transactions over the past
three years is summarized as follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
Weighted Weighted
Average Average
Number Price Per Number Price per
Outstanding Share Exercisable Share
<S> <C> <C> <C> <C>
Balance, December 31, 1994 1,035,550 $4.36 321,638 $7.12
Granted 177,000 $2.20
Forfeited (180,500) $4.22
-----------------
Balance, December 31, 1995 1,032,050 $4.02 485,775 $5.21
Granted 239,500 $4.57
Forfeited (5,500) $2.89
Expired (80,000) $8.00
-----------------
Balance, December 31, 1996 1,186,050 $3.87 712,913 $3.79
Granted 1,085,925 $4.75
Exercised (25,000) $2.39
Forfeited (7,000) $4.46
Expired (82,000) $10.75
-----------------
Balance, December 31, 1997 2,157,975 $4.05 1,284,425 $3.37
==================
</TABLE>
Further information about stock options outstanding at December 31, 1997 is
summarized as follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
Weighted Weighted Weighted
Average Average Average
Range of Number Remaining Price Per Number Price Per
Exercise Prices Outstanding Contractual Life Share Exercisable Share
------------------ ----------- ----------------- -------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
$1.80 - $2.49 264,050 1.7 years $2.20 256,550 $2.20
$2.50 - $3.99 812,500 6.4 years $3.44 757,500 $3.46
$4.00 - $5.44 1,081,425 8.2 years $4.95 270,375 $4.22
</TABLE>
At December 31, 1997 there were stock options outstanding for
144,800 shares, with a weighted average price per share of $2.74, which are
exercisable and which expire prior to December 31, 1998.
At December 31, 1997 there were 732,525 shares available for
future option grants.
In accordance with the provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
(SFAS 123), the Company has elected to continue to account for stock-based
compensation under the intrinsic value based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25). Under APB 25, generally, no cost is
recorded for stock options issued to employees unless the option price is
below market at the time options are granted. The following pro forma net
income and earnings per share are presented for informational purposes and
have been computed using the fair value method of accounting for
stock-based compensation as set forth in SFAS 123:
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
------------ ----------- --------
(In thousands)
<S> <C> <C> <C>
Pro forma net income (loss) ($1,973) $2,669 $408
Pro forma earnings (loss) per share
Basic ($0.23) $0.33 $0.05
Diluted ($0.23) $0.31 $0.05
</TABLE>
These pro forma amounts may not be representative of future
disclosures because they do not take into effect pro forma compensation
expense related to grants made before 1995. The pro forma results include
expense related to the fair value of stock options estimated at the date of
grant using the Black-Scholes option pricing model and the following
weighted average assumptions for the years ended December 31, 1997, 1996
and 1995, respectively: risk-free interest rates of 6.4%, 6.6% and 6.1%;
expected volatility of 50%, 38% and 38%; expected option life of 7.0 years,
6.9 years and 4.5 years, and no dividend payments. The weighted average
estimated fair value of options granted during 1997, 1996 and 1995 was
$3.28, $2.40 and $0.93 per share, respectively.
Warrants: Warrants are outstanding for the purchase of an
aggregate of 322,152 shares of the Company's common stock. Warrants for
172,152 of these shares are held by one of the Company's banks and are
exercisable through October 1999 at an exercise price that is currently
$3.54 per share and that increases 5% annually. The remaining 150,000
warrants are held by certain shareholders and are exercisable through
January 1999 at a price that is currently $2.96 and which that increases 5%
annually. Both sets of warrants were issued in 1994 in consideration for
certain changes in debt of the Company outstanding to the holders at the
time.
9. Commitments:
Leases: The Company leases various facilities and equipment
under operating leases. Rent expense amounted to approximately $1,958,000,
$1,451,000 and $1,331,000 for the years ended December 31, 1997, 1996 and
1995, respectively.
Future minimum rental payments for all non-cancelable lease
agreements for periods after December 31, 1997 are as follows:
Years ending December 31, (In thousands)
1998 $ 2,255
1999 1,771
2000 987
2001 137
2002 68
Later years 11
------------
Total minimum payments required $ 5,229
============
Employee benefits: The Company has three noncontributory defined
benefit pension plans that cover, or have covered, certain employee groups.
These plans consist of two "Union Plan" covering certain unionized
employees and a "Non-Union Plan" that covered other employees of certain
subsidiaries. The Non-Union Plan was amended in 1994 to provide that no
benefits would accrue under the plan on or after December 31, 1994. Pension
expense for these plans have averaged under $50,000 annually over the three
year period ended December 31, 1997.
The Company maintains defined contribution (401-k) plans
covering substantially all of its employees, other than those covered by
the Union Plans. Company contributions to these plans are based on a
percentage of employee contributions and are funded and charged to expense
as incurred. Expense related to the plans amounted to $342,000, $307,000
and $220,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.
10. Accrued liabilities, litigation matters and contingencies:
Recorded liabilities: In regards to the product liability and
other litigation matters and contingencies discussed below, the Company has
recorded certain liabilities. While these amounts are discussed in the
remaining sections of this note, a summary of these amounts together with
other items comprising the balance sheet line items "accrued liabilities"
and "other liabilities" follows:
<TABLE>
<CAPTION>
Accrued
liabilities Other liabilities
(Current) (Non-Current)
December 31, 1997: (In thousands)
<S> <C> <C>
Product liability matters, reserves for
. pending and other contingencies $ 700 $ 3,000
Items not related to litigation or contingencies:
Accrued interest 6,536 -
Other accrued liabilities 3,481 60
---------------- ------------------
Total of balance sheet category $ 10,717 $ 3,060
================ ==================
December 31, 1996:
Product liability matters:
Future payments on settled cases $ 1,750 $ -
Reserves for pending and other contingencies 500 3,500
---------------- ------------------
Totals for product liability matters 2,250 3,500
Provision relating to fraudulent transfer litigation 1,400 -
Other litigation contingency reserves 400 -
---------------- -----------------
Total recorded liabilities relating to
litigation or contingencies 4,050 3,500
Items not related to litigation or contingencies:
Accrued interest 110 310
Other accrued liabilities 2,580 237
---------------- ------------------
Total of balance sheet category $ 6,740 $ 4,047
================ ==================
</TABLE>
Product liability litigation matters and contingencies:
At December 31, 1997, the Company was a defendant in 6 product
liability suits relating to personal injuries allegedly related to the use
of helmets manufactured or reconditioned by subsidiaries of the Company.
The ultimate outcome of these claims, or potential future claims, cannot
presently be determined. 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 $3,700,000 and, accordingly, a
reserve in this amount is included in the Consolidated Balance Sheet at
December 31, 1997 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
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.
The Company maintains product liability insurance under an
insurance program initiated in December 1994. In January 1998, the Company
and its insurer restructured this insurance program, replacing the existing
policy with a new policy extending coverage through January 2005, three
years beyond the previous policy term, and providing reduced annual fixed
cost with no material change in the scope of coverage. The policy is an
occurrence-based policy providing coverage against claims currently pending
against the Company and future claims relating to all injuries occurring
prior to January 2005 even if such claims are filed after the end of the
policy period. The insurance program provides certain basic and excess
coverage on product liability claims with a combined aggregate coverage of
over $40,000,000 subject to the limitations described below.
The basic insurance coverage under the policy ("Basic Coverage")
provides coverage of up to $2,250,000 per claim in excess of an uninsured
retention (deductible) of $750,000 per occurrence. The Basic Coverage is
subject to an aggregate program limit and certain annual aggregate sub
limits. The Basic Coverage, which does not affect the availability of the
excess coverage described below, has an aggregate limit which is currently
$4.3 million, but the policy allows the Company to increase this maximum
limit to $7.7 million at any time by prepaying the required premium, which
counts at 120% of the amount paid toward the limit. The Basic Coverage, to
the extent available, covers the insured portion of the first $3,000,000 of
a claim. The insurance program also provides for additional coverage
("Excess Coverage") of up to $20,000,000 per occurrence, in excess of the
first $3,000,000 of each claim. Claims covered by the Excess Coverage are
subject to one of two separate $20,000,000 aggregate policy limits,
depending on the date of the related injury. The first $20,000,000
aggregate limit applies to claims for injuries occurring prior to January
31, 1998, and claims occurring after January 1998 are covered by the second
separate $20,000,000 aggregate limit.
Other contingencies and litigation matters:
In 1997 the Company settled certain fraudulent transfer
litigation commenced against it in March, 1995 by the trustee for MacGregor
Sporting Goods, Inc. ("Mac I"), which filed for bankruptcy protection in
March 1989, and the trustee for MGS Acquisition, Inc. (collectively, the
"Trustees"). The settlement agreement (the "Settlement Agreement") was
approved by order of the New Jersey Bankruptcy Court (the "Mac Order"),
which also dismissed the action with prejudice. The action had sought
damages in connection with the Company's acquisitions in 1988 and 1989 of
substantially all the assets and businesses of two former second-tier
subsidiaries of Mac I on the ground that the Company failed to pay adequate
consideration at a time when Mac I was insolvent. The businesses acquired
included the Company's core football helmet business, the MacGregor
licensing business and the non-football uses of the Riddell trademark.
Additionally, the Settlement Agreement settles, and the Mac
Order dismisses with prejudice, a state law debtor and creditor action
initiated against the Company by Innovative Promotions, Inc. and certain
other purported unsecured creditors of Mac I making similar allegations.
The Settlement Agreement also settles claims against the Company
brought by the Company's former President. Among other things, the former
officer alleged the Company breached its indemnification obligation to him
as a former officer and director of the Company.
Generally, the Settlement Agreement required the Company to pay
an aggregate of approximately $2,300,000, with respect to which the Company
had, in prior periods, previously expensed approximately $2,100,000
including a $1,400,000 provision included in accrued liabilities at
December 31, 1996 and approximately $700,000 paid into an escrow fund in
prior years. The $1,400,000 provision was provided for by a charge of
$1,900,000 recorded in 1995 as an extraordinary item relating to the
fraudulent transfer litigation. The provision was reduced to $1,400,000
during 1996 when certain related legal expenses were charged against the
provision. The funds in escrow were placed there during a period from 1992
to 1996 in conjunction with matters related to the litigation with a former
officer of the Company. The settlement amounts were paid in August 1997.
Additionally the Company agreed to assign royalties, to the extent paid, of
up to $3,000,000 on a present value basis, for up to ten years from its
current or any future "Riddell" footwear licensee.
In addition to the matters discussed in the preceding
paragraphs, the Company has certain other claims or potential claims
against it that may arise in the normal course of business, including
without limitation claims relating to personal injury as well as employment
related matters. Management believes that the probable resolution of such
matters will not materially affect the financial position or results of
operations of the Company.
11. Income taxes:
Income taxes on income (loss), before extraordinary items, for
the years ended December 31, 1997, 1996 and 1995 is summarized below:
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
------------- ------------- ---------
Current tax expense: (In thousands)
<S> <C> <C> <C>
Federal $ - $ 50 $ 40
State - 60 60
------------- ------------- -------------
- 110 100
------------- ------------- -------------
Deferred tax expense:
Federal - - -
State - - -
------------- ------------- ------------
- - -
------------- ------------- ------------
$ - $ 110 $ 100
=============== ============= =============
</TABLE>
For the years ended December 31, 1997, 1996 and 1995, tax
expense was reduced by offsetting tax benefits of approximately $500,000,
$1,200,000 and $900,000, respectively, of net operating loss carryforwards
which were not recognized in prior years.
Significant components of deferred income tax assets and
liabilities at December 31, 1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
------------- ------------- ---------
Deferred income tax assets: (In thousands)
<S> <C> <C> <C>
Accrued expenses and reserves $ 2,267 $ 3,509 $ 5,029
Inventory 733 492 711
Intangible assets - 26 28
Net operating loss, and
credit, carryforwards 4,832 3,689 2,904
Other 276 36 35
------------- ------------- -------------
8,108 7,752 8,707
Valuation allowances (1,031) (1,386) (2,539)
-------------- ------------- -------------
Total deferred income tax assets 7,077 6,366 6,168
------------- ------------- -------------
Deferred income tax liabilities:
Intangible assets and deductible goodwill 5,498 6,014 5,770
Property and equipment 481 86 48
Prepaid expenses 193 266 350
------------- ------------- -------------
Total deferred income tax liabilities 6,172 6,366 6,168
------------- ------------- -------------
Total net deferred income tax asset $ 905 $ - 0 - $ - 0 -
============= ============= =============
</TABLE>
The net current and non-current components of the deferred
income taxes were recognized in the balance sheet at December 31, 1997,
1996 and 1995 as follows:
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
------------- ------------- ---------
(In thousands)
<S> <C> <C> <C>
Net current assets, included with
prepaid expenses $ 1,358 $ 1,820 $ 1,990
Net non-current deferred tax liabilities 453 1,820 1,990
------------- ------------- -------------
$ 905 $ - 0 - $ - 0 -
============= ============= =============
</TABLE>
A reconciliation of effective tax rates to federal statutory tax rates is
as follows:
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
------------- ------------- ---------
<S> <C> <C> <C>
Statutory Federal tax rate (34.0%) 34.0% 34.0%
Differences resulting from:
Effective state tax rate,
net of federal tax benefit - 3.1 1.6
Amortization not deductible
for tax purposes 87.1 5.8 6.7
Travel & entertainment expenses
not deductible for tax purposes 33.9 1.2 1.1
Benefit of prior periods net operating
losses not previously recognized (86.4) (40.2) (38.1)
Other differences (0.6) (0.2) ( 1.3)
----------- ----------- --------
0.0% 3.7% 4.0%
=========== ========= ========
</TABLE>
At December 31, 1997 the Company had estimated net operating
loss carryforwards for federal income tax purposes of approximately
$13,800,000 expiring in the years 2008 to 2012. While this loss
carryforward is available to reduce the payment of taxes that might
otherwise be payable in future years, the benefit of most of the net
operating losses have been recognized in the computation of income tax
expense reflected in the Company's consolidated financial statements in the
current and prior years. Approximately $1.5 million of net operating loss
carryforwards have not yet been recognized in the computation of income tax
expense for financial reporting purposes and are reflected in the deferred
income tax asset valuation allowance along with other items. These
unrecognized carryforwards would be recognized through a reduction of
income tax expense in future periods upon the generation of taxable
earnings of an equal amount.
12. Related party transactions:
Interest expense includes interest on debt due shareholders and
related parties of $17,000, $111,000 and $198,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. In 1996 the Company paid
consulting fees of $75,000 to one director and paid another director
$20,000 for services in connection with a series of promotional football
clinics sponsored by the Company. Other liabilities (non-current), include
accrued interest due to shareholders of $310,129 at December 31, 1996. In
1995, $1,029,166 of principal payments were made in advance of their
maturity on long-term debt due to a shareholder. In 1997, in connection
with certain financing transactions occurring in connection with the
Varsity acquisition, notes payable to shareholders of $439,000 plus accrued
interest were repaid in advance of maturity.
13. Supplemental cash flow information:
Cash payments for interest were $5,260,000, $2,662,000 and
$2,742,000 for the years ended December 31, 1997, 1996 and 1995,
respectively. Interest payments for 1997 included $3,000,000 relating to
certain bridge financing commitment fees - see Note 7. Income tax payments,
or refunds, were not significant for 1997, 1996 or 1995.
In June 1997, in connection with the Varsity acquisition, the
Company assumed liabilities of $23,068,000. In January 1995, in connection
with an acquisition, the Company assumed liabilities of $765,000.
14. Fair values of financial instruments:
The Company's financial instruments include cash, accounts
receivable, accounts payable and long-term debt. The carrying values of
cash, accounts receivable and accounts payable approximate their fair
values. The Company's long-term debt include the Senior Notes which at
December 31, 1997 had a carrying value of $115,000,000 and a fair value,
based on quoted market values, of $119,600,000. The Company's remaining
long term debt is not traded and has no quoted market value, however
management believes any difference between its carrying value and fair
value would not be material in relation to these Consolidated Financial
Statements.
15. Segment information:
The Company operates in three industry segments: sports
products, spirit, and trademark licensing.
Sports products : This segment consists principally of the
manufacture, sale and reconditioning of football helmets, other athletic
products and sports collectible products. The Company's football helmets
and athletic products are marketed primarily to institutions such as
schools, colleges and recreational groups through the Company's direct
sales force. Sports collectible products are marketed to consumer product
retailers.
Spirit: This segment consists principally of the sale of
cheerleader and dance team uniforms and accessories and the operation of
cheerleader and dance team camps, clinics and special events. These
products, camps and events are marketed primarily to the same, or similar,
institutional groups as the Company's athletic sports products through the
Company's sales force and other direct sales efforts. The Company entered
the spirit segment with the Varsity acquisition in 1997 (see Note 2).
Trademark licensing: This segment consists of the licensing of
the Company's Riddell and MacGregor trademark rights to other entities for
use in marketing products such as athletic footwear, apparel and sports
equipment.
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
----------------- ----------------- -------
Net Revenues: (In thousands)
<S> <C> <C> <C>
Sports products $70,277 $ 69,888 $ 63,603
Spirit 65,608 - -
Trademark licensing 2,388 2,494 3,440
------------- ----------- -----------
$ 138,273 $ 72,382 $ 67,043
============= =========== ===========
Income from Operations:
Sports products $ 6,621 $ 7,930 $ 7,184
Spirit 9,250 - -
Trademark licensing 1,476 1,536 2,264
Corporate and unallocated (6,027) (3,750) (4,182)
------------- ----------- ------------
$ 11,320 $ 5,716 $ 5,266
============= =========== ===========
Depreciation and Amortization:
Sports products $ 1,654 $ 1,483 $ 1,459
Spirit 1,715 - -
Trademark licensing 732 702 701
Corporate and unallocated 411 23 7
------------- ----------- -----------
$ 4,512 $ 2,208 $ 2,167
============= =========== ===========
Capital Expenditures:
Sports products $ 845 $ 1,139 $ 750
Spirit 969 - -
------------- ----------- ----------
$ 1,814 $ 1,139 $ 750
============= =========== ===========
Identifiable assets:
Sports products $ 56,619 $ 54,374 $ 51,478
Spirit 99,011 - -
Trademark licensing 18,975 18,983 19,760
Corporate and unallocated 7,156 3,004 2,887
------------- ----------- -----------
$181,761 $ 76,361 $ 74,125
============= =========== ===========
</TABLE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON SCHEDULE
Board of Directors
Riddell Sports Inc.
In connection with our audit of the consolidated financial
statements of Riddell Sports Inc. and Subsidiaries referred to in our
report dated February 21, 1998, which is included on page F-2 of this Form
10-K, we have also audited Schedule II for each of the three years in the
period ended December 31, 1997. In our opinion, this schedule presents
fairly, in all material respects, the information required to be set forth
therein.
/s/ GRANT THORNTON LLP
Chicago, Illinois
February 21, 1998
SCHEDULE II
RIDDELL SPORTS INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
- --------------------------------------- --------------- --------------------------------- --------------- -----------
Additions
(1) (2)
Charged to Charged to
Balance at Costs Other Balance at
Beginning and Accounts- End of
Description of Period Expenses Describe Deductions Period
<S> <C> <C> <C> <C>
Year ended December 31, 1995
Allowance for
doubtful accounts $1,970 $393 - $1,743 $620
(a)
Year ended December 31, 1996
Allowance for
doubtful accounts $620 $436 - $543 $513
(a)
Year ended December 31, 1997
Allowance for
doubtful accounts $513 $365 $325 $379 $824
(b) (a)
</TABLE>
- -----------
Notes: (a) Accounts written off net of recoveries
(b) Addition charged to other accounts for 1997 is the
initial balance from the Varsity acquisition.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 30, 1998 By: /s/ DAVID MAUER
-------------------
David Mauer
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ DAVID MAUER Chief Executive Officer March 30, 1998
- ------------ and Director
David M. Mauer (Principal Executive Officer)
/s/ ROBERT NEDERLANDER Chairman of the Board March 30, 1998
- -------------------
Robert Nederlander
/s/ JEFFREY G. WEBB Vice Chairman of the Board March 30, 1998
- --------------- and President and Chief
Jeffrey G. Webb Operating Officer of
Varsity Spirit Corporation
/s/ LEONARD TOBOROFF Vice President and Director March 30, 1998
- ----------------
Leonard Toboroff
/s/ DAVID GROELINGER Executive Vice President and March 30, 1998
- ---------------- Chief Financial Officer
David Groelinger (Principal Financial Officer)
/s/ LAWRENCE SIMON Senior Vice President March 30, 1998
- -------------- (Principal Accounting Officer)
Lawrence Simon
/s/ DON KORNSTEIN Director March 30, 1998
- --------------
Don Kornstein
/s/ JOHN MCCONNAUGHY, JR. Director March 30, 1998
- ---------------------
John McConnaughy, Jr.
/s/ GLENN E. SCHEMBECHLER Director March 30, 1998
- ----------------------
Glenn E. Schembechler
Item PART IV
14(c) Exhibit Index
EXHIBIT DESCRIPTION
NUMBER
2.1 Asset Purchase Agreement, dated as of April 11, 1988, among
Riddellink Holding Corporation, EN&T Associates, Inc., Netlink
Inc., Riddell, Inc. (predecessor corporation), Equilink
Licensing Corp., and MacGregor Sporting Goods, Inc., as amended
on April 18, 1988 (the formal trademark assignments and license
agreements implementing this agreement are omitted) (2) and
Amendment thereto, dated March 1992. (3)
2.2 Agreement and Plan of Merger, dated as of May 5, 1997,
by and among Riddell Sports Inc., Cheer Acquisition
Corp. and Varsity Spirit Corporation. (31)
2.3 Asset Purchase Agreement dated as of December 1, 1994
by and between Intropa International U.S.A., Inc.,
Elisabeth Polsterer and Varsity/Tours, Inc. (27)
2.4 Asset Purchase Agreement dated as of May 15, 1996 by
and between United Special Events, Inc., Michael
Olmstead and Varsity USA, Inc. (26)
3.1 Amended and Restated Articles of Incorporation of
Riddell Sports Inc. (20)
3.2 First Amended and Restated Bylaws of Riddell Sports
Inc. (18)
3.3 Certificate of Incorporation of All American sports
Corporation (formerly known as Ameracq Corp). (33)
3.4 Bylaws of All American Sports Corporation (formerly
known as Ameracq Corp). (33)
3.5 Certificate of Incorporation of Cheer Acquisition
Corp. (33)
3.6 Bylaws of Cheer Acquisition Corp. (33)
3.7 Certificate of Incorporation of Equilink Licensing
Corporation. (33)
3.8 Bylaws of Equilink Licensing Corporation. (33)
3.9 Certificate of Incorporation of Proacq Corp. (33)
3.10 Bylaws of Proacq Corp. (33)
3.11 Certificate of Incorporation of RHC Licensing
Corporation. (33)
3.12 Bylaws of RHC Licensing Corporation. (33)
3.13 Amended and Restated Articles of Incorporation of
Riddell, Inc. (formerly known as EN&T Associates
Inc.). (33)
3.14 Bylaws of Riddell, Inc. (formerly known as EN&T
Associates Inc.). (33)
3.15 Amended and Restated Articles of Incorporation of
Ridmark Corporation. (33)
3.16 Bylaws of Ridmark Corporation. (33)
3.17 Charter of International Logos, Inc. (33)
3.18 Bylaws of International Logos, Inc. (33)
3.19 Charter of Varsity/Intropa Tours, Inc. (33)
3.20 Bylaws of Varsity/Intropa Tours, Inc. (33)
3.21 Amended and Restated Charter of Varsity Spirit
Fashions & supplies, Inc. (33)
3.22 Bylaws of Varsity Spirit Fashions & Supplies, Inc.
(33)
3.23 Amended and Restated Charter of Varsity USA, Inc. (33)
3.24 Bylaws of Varsity USA, Inc. (33)
4.1 Indenture, dated as of June 19, 1997, between Riddell,
certain subsidiaries of Riddell Sports Inc., as
guarantors, and Marine Midland Bank, as Trustee. (23)
9.1 Voting Trust Agreement dated May 1991. (2)
10.1 Settlement Agreement, dated April 9, 1981, among
McGregor-Doniger Inc., Brunswick Corporation and The
Equilink Corporation. (2)
10.2 1997 Stock Option Plan. (22)
10.3 License Agreement, dated as of April 18, 1988, among
MacMark Corporation, Netlink, Inc. and MacGregor
Sporting Goods, Inc. (2) as amended July 30, 1992 (16)
and November __, 1992. (16)
10.4 Agreement, made January 23, 1989, between Equilink Licensing
Corp. and Kmart Corporation, with supplemental agreements dated
November 16, 1989, August 30, 1990 (2), and June 30, 1994 (12).
10.5 Lease, dated November 12, 1993, between the International
Brotherhood of Painters and Allied Trade Union and Industry
Pension Fund and Riddell, Inc., (16); and amendment dated March
20, 1995 (16); and Amendment dated September 19, 1996. (21)
10.6 Lease Agreement, dated November 2, 1984 by and between
ADI Real Estate Joint Venture No. 2 (predecessor to The School
Employees Retirement Board of Ohio) and Alamo Athletics Inc.
(predecessor to All American Sports Corporation), and
Amendments thereto, dated January 30, 1990. (3)
10.7 Lease Agreement, dated as of September 1, 1988 by and
between Exeter Management Corporation and All American. (3)
10.8 Lease Agreement, dated April 1991, by and between
Stroudsburg Park Associates and All American Corp.
(3); as amended March 31, 1995. (18)
10.9 Lease, dated as of September 1, 1968, by and between Munro M.
Grant and the All American Company and Extension and Amendment
of Lease, dated July 11, 1989. (3)
10.10 Lease dated December 12, 1991, between O'Shanter
Resources Inc. and All American Sports, Inc. (3)
10.11 Lease, dated May 5, 1986, by and between Paul Goldstein, Nathan
Hoffenberg, All American and Medalist Industries, (3);
amendment dated January 30, 1997. (21)
10.12 Lease, dated October 28, 1987, as amended and extended by
letter dated October 31, 1991, by and between GABT Developments
Ltd. and Marcan Ltd. (a division of All American ), (3);
amendment dated February 6, 1997 (21).
10.13 NFL Promotional Rights Agreement, dated June 1, 1990, and
General Retail Licensing agreement dated March 15, 1990 and
referred to in the NFL Promotional Rights Agreement, each
between Riddell Inc. and the National Football League
Properties, Inc. (2); as supplemented January 20, 1994 (9).
10.14 1991 Stock Option Plan (2) as amended by amendments described
in Riddell Sports Inc.'s proxy materials for its annual
stockholders meetings held on August 20, 1992, September 30,
1993, June 27, 1996 and June 24, 1997.
10.15 License Agreement dated May 9, 1991 between MacMark Corporation
and MacGregor Sports Products, Inc. (2); amendment dated
February 1992 (3), amendment dated July 30, 1992, amendment
dated November 1, 1992 (7) and Memorandum of Understanding
dated July 29, 1996 (21).
10.16 Perpetual License and Trademark Maintenance Agreements
among MacMark Corporation, Equilink Licensing
Corporation and BSN Corp. each dated February 19, 1992
(3) and amendment dated November 1, 1992 (7).
10.17 Master Agreement by and among MacGregor Sports
Products, Inc., BSN Corp. and MacMark Corporation
dated February 19, 1992 (3); amendment No. 1 dated
November 1, 1992. (16)
10.18 License Agreement between Equilink Licensing Corporation and
MacGregor Sports Products, Inc. dated May 9, 1991; Amendment
thereto dated December 3, 1991 (3) and Amendment dated July 30,
1992 (5); Memorandum of Understanding dated July 20, 1996 (21).
10.19 Agreement, dated April 1, 1995, between Riddell, Inc.
and the Amalgamated Clothing Textile Workers Union
AFL-CIO. (18)
10.20 Employment Agreement, dated June 22, 1992, between
Riddell Sports Inc. and Robert F. Nederlander (5);
amended July 27, 1994 (12).
10.21 Employment Agreement, dated June 22, 1992, between
Riddell Sports Inc. and Leonard Toboroff (5); amended
July 27, 1994. (12)
10.22 Lease, dated September 10, 1992, and Amendment, dated October
1, 1992, and Amendment, dated October 22, 1992, between All
American Sports Corporation and Ronald K. Howell d/b/a Lakewood
Land and Cattle Company. (6)
10.23 Lease Addendum letter, dated February 13, 1992,
between All American Sports Corporation and Paul
Goldstein and Nathan Hoffenberg. (6)
10.24 License Agreement, dated October 1, 1992, between All
American Sports Corporation and NOCSAE. (7)
10.25 Employment Agreement, dated March 19, 1993, commencing March
25, 1993 between David Mauer and Riddell Sports Inc. (7), as
amended January 17, 1994; November 1, 1994 (14); November 28,
1994 (16)
10.26 Warrant to purchase 150,000 shares of Riddell sports
Inc.'s Common Stock in favor of M.L.C. Partners
Limited Partnership, dated January 16, 1994. (8)
10.27 Settlement agreement, dated February 15, 1994, among Riddell,
Inc., Riddell Sports Inc., RHC Licensing Corporation, Ridmark
Corporation, Pursuit Athletic Footwear, Inc., Riddell Athletic
Footwear, Inc., Ernie Wood, Harry Wood, Silver Eagle Holdings,
Ltd., Save Power, Limited, Extravest Holdings Limited, Frederic
Brooks, Donald Engel, Alan Tessler, Alan Hirschfield, Jeffrey
Steiner, Robert Nederlander, Leonard Toboroff, Jeffrey Epstein,
John McConnaughy, Connecticut Economics Corporation, Stephen
Tannen, Woodco Sports, Inc., Arthur Tse, Silver Top Limited,
Billion Nominees, Limited, Weston Holdings Limited. (9)
10.28 Employment Agreement, dated as of February 1, 1994,
between Riddell, Inc., and Dan Cougill (11), as
amended February 1, 1995. (17)
10.29 Warrant to Purchase Common Stock in favor of NBD Bank
N.A., dated February 10, 1995. (15)
10.30 Employment Agreement, dated as of March 7, 1996, between
Riddell sports Inc. and David Groelinger (19), as amended March
7, 1998 (1).
10.31 Note Purchase Agreement, dated October 30, 1996,
between Riddell Sports Inc. and Silver Oak Capital,
L.L.C., as amended by letter agreement dated May 2,
1997. (20)
10.32 Subordinated Guaranty, dated November 8, 1996, among
Riddell, Inc., Equilink Licensing Corporation, and RHC
Corporation, All American Sports Corporation, Ridmark
Corporation, Proacq Corp. and SharCo Corporation. (20)
10.33 Registration Rights Agreement, dated November 8, 1996,
between Riddell Sports Inc. and Silver Oak Capital
L.L.C. (20)
10.34 Shareholders Agreement, dated as of May 5, 1997,
between Riddell Sports Inc., Cheer Acquisition Corp.
and certain shareholders of Varsity Spirit
Corporation. (32)
10.35 Stock Purchase Agreement, dated as of May 5, 1997,
between Riddell Sports Inc., Cheer Acquisition Corp.
and Jeffrey G. Webb (32)
10.36 Stock Purchase Agreement, dated as of May 5, 1997,
between Riddell Sports Inc. and Gregory C. Webb (32)
10.37 Stock Purchase Agreement, dated as of May 5, 1997,
between Riddell Sports Inc. and W. Kline Boyd (32)
10.38 Stock Purchase Agreement, dated as of May 5, 1997,
between Riddell Sports Inc. and J. Kristyn Shepherd (32)
10.39 Employment Agreement, dated as of May 5, 1997, between
Riddell Sports Inc. and Jeffrey G. Webb (32)
10.40 Employment Agreement, dated as of May 5, 1997, between
Riddell Sports Inc. and Gregory C. Webb (32)
10.41 Employment Agreement, dated as of May 5, 1997, between
Riddell Sports Inc. and W. Kline Boyd (32)
10.42 Employment Agreement, dated as of May 5, 1997, between
Riddell Sports Inc. and J. Kristyn Shepherd (32)
10.43 Registration Rights Agreement, dated as of June 19,
1997, between Riddell Sports Inc., and NationsBanc
Capital Markets, Inc. and First Chicago Capital
Markets, Inc., as Purchasers. (23)
10.44 Credit Agreement among Riddell Sports Inc., as Borrower, the
subsidiaries of Riddell, as Guarantors, and the Lenders
identified therein, and NBD Bank, as Administrative Agent, and
Nations Bank, N.A., as Documentation Agent, dated as of June
19, 1997. (23)
10.45 Sales Representative Agreement between Varsity Spirit
Fashions & Supplies, Inc. and Stuart Educational Products,
Inc., along with Security Agreement between Varsity Spirit
Fashions & Supplies, Inc. and Gary Stuart and Patti Stuart,
both individually and collectively doing business as Stuart
Educational Products. (24)
10.46 Programming Agreement between Universal Cheerleaders
Association and ESPN, Inc. (24).
10.47 Varsity Spirit Corporation 401(k) Profit Sharing Plan.
(26)
10.48 Employment Agreement, dated December 1, 1994, between
Varsity Spirit Corporation and Deana Roberts. (27)
10.49 Service Agreement dated as of May 15, 1996 between
Varsity Spirit Corporation and Michael Olmstead. (28)
10.50 Settlement Agreement, dated June 20, 1997, by and among Riddell
Sports Inc., RHC Licensing Corporation, Riddell, Inc., Equilink
Licensing Corporation, Ridmark Corporation, MacMark
Corporation, NBD Bank, f/k/a NBD Bank, N.A., MLC Partners
Limited Partnership, Robert E. Nederlander, Leonard Toboroff,
John McConnaughy, Jr., Lisa J. Marroni, Frederic H. Brooks,
Connecticut Economics Corporation, Robert Weisman, Bruce H.
Levitt, as Bankruptcy Trustee of M. Holdings Corporation, Paul
Swanson, as Bankruptcy Trustee of MGS Acquisition, Inc. and
MacGregor Sports, Inc., Official Unsecured Creditors' Committee
of MacGregor Sporting Goods, Inc., M. Holdings Corporation,
f/k/a MacGregor Sporting Goods Inc., Innovative Promotions,
Inc., Ernest Wood, Jr., Harry Wood, Pursuit Athletic Footwear,
Inc., and Riddell Athletic Footwear, Inc. (33)
10.51 License Agreement dated March 4, 1998 between Footstar
Corp. and Equilink Licensing Corporation (1)
21 List of subsidiaries. (33)
23 Consent of Grant Thornton LLP regarding Riddell Sports
Inc. (1)
27.1 Financial data schedule for December 31, 1997 and the
year then ended (1).
27.2 Restated financial data schedules for December 31,
1996 and 1995 (1).
27.3 Restated financial data schedules for the interim
periods of 1997 (1).
27.4 Restated financial data schedules for the interim
periods of 1996 (1).
- ------------------------
(1) Filed herewith.
(2) Incorporated by reference to Riddell Sports Inc.'s Registration
Statement on Form S-1 (Commission File No. 33-40488) effective
June 27, 1991 (including all pre-effective amendments to the
Registration Statement).
(3) Incorporated by reference to Riddell Sports Inc.'s Form 10-K
report (Commission File No. 0-19298) for the year ended December
31, 1991.
(4) Incorporated by reference to Riddell Sports Inc.'s Registration
Statement on Form S-1 (Commission File No. 33-40488) effective
June 17, 1992 (including all pre-effective amendments to the
Registration Statement).
(5) Incorporated by reference to Riddell Sports Inc.'s Form 10-Q
report (Commission File No. 0-19298) for the quarter ended June
30, 1992.
(6) Incorporated by reference to Riddell Sports Inc.'s Form 10-Q
report (Commission File No. 0-19298) for the quarter ended
September 30, 1992.
(7) Incorporated by reference to Riddell Sorts Inc.'s Form 10-K report
(Commission File No. 0-19298) filed on March 30, 1993.
(8) Incorporated by reference to Riddell Sports Inc.'s Post Effective
Amendment No. 2 to Form S-1 Registration Statement (Commission
File No. 33-47884) filed on January 28, 1994.
(9) Incorporated by reference to Riddell Sports Inc.'s Form 10-K for
the year ended December 31, 1993.
(10 Incorporated by reference to Riddell Sports Inc.'s Form 10-K/A
constituting Amendment No. 1 to Form 10-K for the year ended
December 31, 1993, filed June 21, 1994.
(11) Incorporated by reference to Riddell Sports Inc.'s Form 10-Q for
the quarter ended March 31, 1994.
(12) Incorporated by reference to Riddell Sports Inc.'s Form 10-Q for
the quarter ended June 30, 1994.
(13) Incorporated by reference to Riddell Sports Inc.'s Form 8-K filed
July 3, 1994.
(14) Incorporated by reference to Riddell Sports Inc.'s Form 10-Q for
the quarter ended September 30, 1994.
(15) Incorporated by reference to Riddell Sports Inc.'s Form 8-K filed
January 11, 1994.
(16) Incorporated by reference to Riddell Sports Inc.'s Form 10-K for
the year ended December 31, 1994.
(17) Incorporated by reference to Riddell Sports Inc.'s Form 8-K dated
June 23, 1995.
(18) Incorporated by reference to Riddell Sports Inc.'s Form 10-K for
the year ended December 31, 1995, dated November 11, 1996.
(19) Incorporated by reference to Riddell Sports Inc.'s Form 10-Q dated
May 14, 1996.
(20) Incorporated by reference to Riddell Sports Inc.'s Form 10-Q dated
November 11, 1996.
(21) Incorporated by reference to Riddell Sports Inc.'s Form 10-K for
the year ended December 31, 1996.
(22) Incorporated by reference to Riddell Sports Inc.'s Proxy Statement
filed June 6, 1997.
(23) Incorporated by reference to Riddell Sports Inc..'s Form 8-K dated
June 19, 1997.
(24) Incorporated by reference to the Varsity Spirit Corporation's
Registration Statement on Form S-1 (Registration Statement No.
33-44431) filed on December 10, 1991.
(25) Incorporated by reference to the Varsity Spirit Corporation's
Amendment No. 1 to Registration Statement on Form S-1 (Registration
Statement No. 33-44431) filed on January 21, 1992.
(26) Incorporated by reference to the Varsity Spirit Corporation's
Annual Report on Form 10-K for the year ended March 31, 1993 (File
No. 0-19790).
(27) Incorporated by reference to the Varsity Spirit Corporation's
Transition Report on Form 10-K for the transition period April 1,
1994 to December 31, 1994 (File No. 0-19790)
(28) Incorporated by reference to the Varsity Spirit Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
(File No. 0-19790).
(29) Incorporated by reference to the Varsity Spirit Corporation's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996 (File No. 0-19790).
(30) Incorporated by reference to the Varsity Spirit Corporation's
annual Report on Form 10-K for the year ended December 31, 1996
(File No. 0-19790).
(31) Incorporated by reference to Riddell Sports Inc.'s Report on Form
8-K filed May 8, 1996.
(32) Incorporated by reference to Varsity Spirit Corporation Schedule
13D filed June 25, 1997.
(33) Incorporated by reference to Riddell Sports Inc.'s
Registration Statement on Form S-4 (Registration No. 333-
31525) filed July 18, 1997.
Exhibit 10.30
AMENDMENT NO. 1
TO EMPLOYMENT AGREEMENT
Amendment No. 1 to Employment Agreement dated as of March 7, 1998
(the "Employment Agreement") between Riddell Sports Inc., a Delaware
corporation (the "Company"), and David Groelinger.
WHEREAS, Mr. Groelinger has been elected Chief Financial Officer and
Executive Vice President of the Company.
WHEREAS, the Employment Agreement, unless extended, expires on March
7, 1998 and the Company wishes to provide Mr. Groelinger incentives 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 March 7, 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
in full force and effect.
Dated: March 10, 1998 RIDDELL SPORTS INC.
By: /s/ DAVID MAUER
David Mauer
Its: Chief Executive Officer
EXECUTIVE
/s/ DAVID GROELINGER
David Groelinger
Exhibit 10.51
License No: 3A- 01000
EQUILINK LICENSING CORPORATION LICENSE AGREEMENT
AGREEMENT, made and entered into this 4th day of March, 1998, by and
between Equilink Licensing Corporation, a corporation organized under the
laws of the State of Delaware, having its principal office at 1105 North
Market Street, Wilmington, Delaware 11897 (hereinafter "Equilink"),
Footstar Corporation, a corporation organized under the laws of Texas and
having its principal office at 933 MacArthur Boulevard, Mahwah, New Jersey
07430 (hereinafter "Licensee").
W I T N E S S E T H:
WHEREAS, Equilink is the exclusive licensee from MacMark Corporation,
a Delaware corporation ("MacMark"), of the rights to use the trademark
"MacGregor" for the products covered by this Agreement and its various
forms set forth on Schedule A, including the forms described in United
States, Trademark Registrations 1,282,555 and 1,353,044 (the "Trademarks");
and
WHEREAS, Licensee desires to obtain the exclusive right to use the
Trademarks in connection with the manufacture, advertisement, promotion and
sale of Licensed Products in the Territory; and
WHEREAS, Equilink is willing to grant a sublicense to Licensee with
respect to the aforesaid Trademarks in the Territory in connection with the
manufacture, advertisement, promotion, sale, offering for sale, and
distribution of the Licensed Products on the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and of the
mutual promises and conditions herein contained, the parties hereby agree
as follows:
1. DEFINITIONS. Defined terms shall have the meanings assigned to
them as set forth below:
1.1 Advance. "Advance" shall mean the amount
specified in Section 10.1 hereof as the Advance.
1.2 Advertising Material. "Advertising Material" shall
include all forms of advertising material,
including packaging, labeling, hang tags, cartons
and promotional material, regardless of media.
1.3 Channels of Trade. The "Channels of Trade" shall be
Kmart stores in the Territory.
1.4 Cost. The Cost of licensed goods shall be the fully
landed cost of the licensed goods for goods purchased
outside the United States, such costs including but not
limited to ex-factory price, freight, commissions,
duties, insurance, brokers' fees and inland freight;
provided, however, that there shall be excluded from
fully landed cost of licensed goods any amounts paid by
Licensee to its subsidiaries or affiliates, which are
not paid or applied to satisfy or offset any item of
cost set forth above paid to non-affiliates. Cost of
licensed goods for items purchased domestically shall be
the price paid by Licensee for the goods. Cost, for the
purpose of calculating royalties, shall also exclude the
cost of any samples and Licensed Products returned to
the manufacturer.
1.5 Effective Date. The "Effective Date" shall be July
1, 1998.
1.6 Initial Term. The "Initial Term" will be the
period commencing on the Effective Date and ending on
June 30, 2001 unless sooner terminated pursuant to the
terms and conditions of this Agreement.
1.7 License Year. A "License Year" shall be the period
commencing on the Effective Date and ending June 30,
1999, and with respect to each succeeding License Year,
each succeeding twelve month period through the end of
the Term.
1.8 Licensed Products. The "Licensed Products" are sneakers
and athletic shoes (but excluding skates and street,
dress, casual or golf shoes) and laces for use on such
shoes.
1.9 Minimum GuarantThe Minimum Guaranty for any period
shall mean the amounts specified in Section 10.1 hereof
as the Minimum Guaranty for such period.
1.10 Renewal Period. The "Renewal Period" shall be (assuming
renewal has been made in accordance with the provisions
of Section 3 hereof) the two year period commencing
immediately after the end of the Initial Term and ending
June 30, 2003.
1.11 Royalty. The "Royalty" is the amount equal to three and
one-half Percent (3.5%) of Cost.
1.12 Term. The "Term" shall be the period comprised of the
Initial Term and any Renewal Period.
1.13 Territory. The "Territory" will be the United
States, its territories and possessions (including
but not limited to Guam and the U.S. Virgin
Islands).
1.14 Trademarks. "Trademarks" means those specified in
Schedule A.
2. GRANT OF RIGHTS. Equilink grants to Licensee the exclusive
non-transferable right (with no right to sublicense other than to
affiliates operating Kmart stores in the Territory) and license to use the
Trademarks within the Territory during the Term in connection with the
manufacture, advertisement, promotion and sale of the Licensed Products.
Licensee agrees not to sell any of the Licensed Products, nor to sell such
Products to any party that could reasonably be expected to sell such
Products, outside the Territory or Channels of Trade; provided, however,
Licensee shall have the non-exclusive right to manufacture, subject to
Section 24, goods outside the Territory that bear the Trademark. The use of
the Trademarks shall be in the forms as shown on Schedule A. Should
Licensee desire to use the MacGregor trademark in any different form,
Licensee may request Licensor's consent to do so, and if granted, Licensor
shall apply for said trademark if warranted at a cost to be born by
Licensor. Such additional trademark will then be added to Schedule A.
Licensor shall be entitled to change the forms of the Trademarks shown on
Schedule A by giving Licensee not less than ninety (90) days advance
written notice of such change, it being agreed that in the event of any
such change Licensee shall be entitled to sell out its then-current stock
on hand and any goods representing orders placed prior to receipt of said
notice. Each use of the registered Trademarks by Licensee shall immediately
be followed by the symbol (R).
3. TERM.
3.1 This Agreement shall become effective upon the Effective
Date and shall continue for the Term, unless sooner terminated pursuant to
the terms and conditions of this Agreement.
3.2 Licensee shall have the option to renew this Agreement once
for the Renewal Period provided that (i) Licensee gives Equilink notice of its
desire to renew the Agreement in writing at least ninety (90) days before
expiration of this Agreement, (ii) Licensee is not then in material breach
of this Agreement (and any cure periods have lapsed), (iii) Licensee is not
otherwise in material breach of any of its obligations under this Agreement
at any time during the period commencing on the date of such renewal notice
through the expiration date (and any cure periods have lapsed) and (iv)
either (A) the aggregate dollar amount of the Cost of Licensed Products
bearing the Trademarks in the second License Year of the Initial Term
(i.e., July 1, 1999- June 30, 2000), as determined on the last day of such
License Year, to the Channels of Trade in the Territory equals at least
$21,429,000 or (B) Licensee has paid the Minimum Guaranty due with respect
to the third License Year of the Initial Term (i.e., July 1, 2000 - June
30, 2001) (it being agreed that the option to renew is not contingent upon
prepayment of the Minimum Guaranty in the third License Year before the
dates payment are otherwise due).
3.3 If during the last License Year in the Renewal Period (the "Offer
Period") Equilink obtains an offer which it is prepared to accept from an
unaffiliated third party to license the Trademarks in the Territory upon
the expiration of this Agreement after the Renewal Period, then, so long as
Licensee is (i) not in material breach of any provision hereof upon the
expiration of this Agreement, and (ii), subject to the immediately
proceeding subclause (i), not in material breach (after the earlier of the
expiration of applicable cure periods) on the date that Licensor delivers
notice to Licensee of such offer, then Licensee shall have a right of first
refusal as follows: Equilink shall provide Licensee with a description of
the terms of any such proposed license. Licensee shall have seven (7) days
from the delivery thereof to deliver to Equilink its written agreement to
such terms and Equilink and Licensee shall negotiate in good faith to
execute and deliver an amendment to this Agreement or new agreement, as the
case may be, incorporating such terms within twenty (20) days after
delivery to Licensee of a proposed form of such agreement. If a copy of the
proposed license agreement is initially sent to Licensee, then Licensee
shall have five (5) business days from the delivery of such proposed
licensee agreement to execute and deliver to Equilink such agreement.
Licensee's failure to do the foregoing within the applicable time period
shall automatically be deemed to be a rejection of the offer to license and
Equilink may enter into an agreement with the proposed licensee on
substantially the same terms and subject to the same conditions as those
offered to Licensee. In the event that during the Offer Period Equilink
receives a new offer which it is prepared to accept from an unaffiliated
third party (or Equilink offers revised terms to an unaffiliated third
party) to license the Trademarks in the Territory on terms and conditions
more favorable to such unaffiliated party in any material respect than
those offered to Licensee under this Section, then Licensee shall have the
right of first refusal provided for in this Section with respect to such
revised offer. If Licensee and Equilink enter into a new agreement pursuant
to this Section, then Licensee's failure to make payments and deliver
reports required by this Agreement after expiration thereof shall, after
expiration of any applicable cure period under this Agreement, constitute a
breach of the new agreement.
4. QUALITY CONTROL.
4.1 The quality of all Licensed Products produced by Licensee
pursuant to this Agreement shall be of a high standard with respect to
material and workmanship consistent with the American reputation of
Equilink and with products comparable to the Licensed Products. Licensee
recognizes that Equilink has a reputation for the highest quality and that
Licensee must, therefore, maintain such quality in all Licensed Products.
Licensee agrees to maintain the quality of goods sold by it under the
trademark MacGregor at least commensurate with the then current average of
such goods in the discount marketplace under such trade styles as Wilson,
Franklin, Everlast, Spalding or Pro Spirit.
4.2 Licensee agrees that the Licensed Products sold or distributed
by it in association with the Trademarks shall be of high standard and of
such style, appearance and quality as to be adequate and suited to their
exploitation to the best advantage and to the protection and enhancement of
the Trademarks and the goodwill pertaining thereto. Licensee also agrees
that the Licensed Products shall meet or exceed any and all government
standards, regulations, guidelines, rules, laws or the like regarding such
Licensed Products.
4.3 To assure that the nature and quality of Licensed Products are
satisfactory, Licensee shall, before selling or distributing any of the
Licensed Products, furnish to Equilink, free of cost, for Equilink's
written approval, a reasonable number (not more than twelve) of samples of
each Licensed Product together with their cartons, containers, packaging,
hang tags, wrapping, catalogs, brochures and advertising (collectively,
"Related Material"). The quality and style of such Licensed Products and
Related Material shall be subject to Equilink's prior approval. In the
exercise of its sole judgment in good faith, Equilink may disapprove of any
item submitted for approval and will provide the reasons for disapproval in
reasonable detail. Equilink will use good faith efforts to promptly respond
to requests for approval. Failure by Equilink to give approval within
twenty (20) days from the date of submission will be deemed approval. After
samples of the Licensed Products and Related Material have been approved
pursuant to this Agreement, Licensee shall not depart therefrom in any
material respect without Equilink's prior approval. Equilink shall have the
right to withdraw its approval of approved samples of Licensed Products and
Related Materials at any time if it is able to demonstrate that the quality
of such Licensed Products and/or Related Materials has become unacceptable
and deviate from the samples originally approved. Otherwise, Equilink will
not withdraw its approval of any Licensed Product or Related Material
4.4 After Licensee has commenced selling the Licensed Products,
or at least once each year of this Agreement, upon Equilink's written request,
Licensee shall furnish without cost to Equilink not more than ten (10)
additional random samples of each Licensed Product being sold by Licensee
hereunder, together with any cartons, containers and packaging or wrapping
material used in connection therewith.
4.5 If at any time the Licensed Products do not meet the quality
level of the samples approved by Equilink, Equilink shall have the right to
require Licensee to discontinue the use of the Trademarks in connection
with the sale of the Licensed Products unless modifications sufficient to
meet the quality level of the samples approved by Equilink, or otherwise
satisfactory to Equilink are made within thirty (30) days from notice of
disapproval.
5. LABELING, PACKAGING AND ADVERTISING.
5.1 Licensee shall submit for approval of Equilink before the same
are put into actual use, specimens of all Advertising Materials, including
all labels, tags and packaging which Licensee proposes to use in connection
with the sale of any of the Licensed Products under this Agreement. In the
exercise of its sole judgment in good faith, Equilink may disapprove of any
piece of Advertising Material, and will provide reasons, if any, for
disapproval in reasonable detail. Failure by Equilink to give approval
within twenty (20) days from the date of submission will be deemed
approval.
5.2 All labels and packaging material bearing the Trademarks and
all Advertising Materials designed to promote Licensed Products bearing the
Trademarks shall present the following legend keyed into the Trademarks:
"Trademark of MacMark Corporation. Used with permission.", or after
receiving reasonable notice such other legend as Equilink may authorize in
a manner that will indicate MacMark's ownership of the Trademarks.
6. GOODWILL AND PROMOTIONAL VALUE. Licensee recognizes the great
value of the goodwill associated with the Trademarks and acknowledges that
the Trademarks, and all rights therein and the goodwill pertaining thereto,
belong exclusively to Equilink. Licensee further recognizes and
acknowledges that the Trademarks have acquired secondary meaning in the
mind of the public.
7. ACKNOWLEDGMENTS.
7.1 Licensee acknowledges and accepts all of Equilink's rights
and interest in and to the Trademarks. Licensee agrees that it will not,
during the Term of this Agreement or thereafter, attack or challenge in any
forum the ownership and interest of Equilink, or any related company of
Equilink, in and to the Trademarks, or the validity of this Agreement.
7.2 Licensee acknowledges and agrees that neither this Agreement
nor Licensee's exercise of its rights under this Agreement shall affect the
ownership by Equilink of any of the goodwill or other rights of whatsoever
nature pertaining to the Trademarks, and such goodwill or other rights
pertaining to the Trademarks shall be and remain in the name of Equilink or
related companies of Equilink.
8. TRADEMARK AND COPYRIGHT PROTECTION.
8.1 All rights in the said Trademarks other than those specifically
granted herein are reserved by Equilink for its own use and benefit.
Licensee shall at any time, whether during or after the term of this
Agreement, take such actions reasonably required by Equilink to confirm its
ownership of all such rights. Equilink agrees to take all steps necessary
to complete registration of the Trademarks and during the Term to prevent
others from attempting to register or use the Trademarks on the Licensed
Products in the Territory. Equilink also agrees to hold Licensee harmless
from and against any claims, suits, loss and damage arising out of failure
of the above registration.
8.2 The parties agree and intend that all artwork and designs
created by Licensee or any other person or entity and used with the Trademarks
shall remain the property of Licensee or such other person or entity or
their assigns.
8.3 Licensee agrees that in the event it learns of any use by any
person of an infringement of the Trademarks, it shall promptly notify
Equilink of such use and, if requested by Equilink, shall join with
Equilink, at Equilink's expense, in such action as Equilink, in its
discretion, may reasonably deem advisable for the protection of Equilink's
rights therein; notwithstanding the foregoing, with respect to any
infringement by Licensee or its sublicensees, manufacturers, affiliates or
agents, Equilink shall have sole discretion to determine what action, if
any, to take. Licensee shall have no right to take any action with respect
to the Licensed Products without Equilink's prior written approval. If
Equilink (i) fails to take any action against any use by a person of an
infringement of any Trademark or (ii) fails to take reasonably prompt
action against any such infringement, which infringement materially affects
Licensee's rights under Section 2 hereof, then Licensee may request
permission to take action or bring suit and, with prior written permission
of Equilink, may take action or bring suit at its own expense, which
consent shall not be unreasonably withheld; and provided, further, that
Equilink shall have the right to assume control of such action (or the
settlement or resolution thereof) at any time, but shall thereupon be
responsible for its own further expense. No settlement may be entered into
by Licensee without the written consent of Equilink which consent shall not
be unreasonably withheld.
8.4 Licensee will not alter, modify, dilute or misuse the Trade-
marks, bring them into dispute or challenge, directly or indirectly, MacMark's
or Equilink's rights in them or their validity. Licensee will not adopt,
register or attempt to register any of the Trademarks as a trademark,
service mark, or corporate name, as the case may be, or any confusingly
similar mark, or any simulation or native or foreign equivalent of the
Trademarks anywhere in the world.
8.5 Licensee will reasonably cooperate with Equilink in
protecting, defending and registering the Trademarks at Equilink's expense.
9. PROMOTION OF LICENSED PRODUCTS. Licensee shall use reasonable best
efforts and facilities to promote the sale of the Licensed Products and to
exploit the rights herein granted, and to diligently and continuously
manufacture, prepare, deliver, sell, distribute, advertise and promote
Licensed Products bearing the Trademarks.
10. ROYALTY OBLIGATIONS AND PAYMENTS.
10.1 During the Initial Term and any Renewal Period, Licensee
shall pay in each License Year the sums set forth below as a Minimum Guaranty
against Royalties.
Annual
Term Minimum Guarantee
---- -----------------
Initial Term $ 750,000
Renewal Period $ 850,000
The Minimum Guaranty is payable by Licensee to Equilink without regard to the
amount of sales of Licensed Products bearing the Trademarks.
10.2 For each License Year in the Initial Term, the Minimum
Guarantee, if not previously earned and paid to Equilink in Royalties,
shall be payable in equal quarterly installments no later than thirty (30)
days after the last day of each calendar quarter during the Initial Term.
10.3 For the Renewal Period, if any, the Minimum Guaranty, if
not previously earned and paid to Equilink in Royalties, shall be payable
in equal quarterly installments each on no later than thirty (30) days
after the last day of each calendar quarter during the Renewal Term.
10.4 For and in consideration of the rights and licenses
granted to Licensee hereunder, Licensee shall pay to Equilink the Royalty
on the Cost of all the Licensed Products sold or distributed by or for
Licensee. Royalties shall be paid by Licensee no later than thirty (30)
days after the last day of each calendar quarter during the Term.
10.5 The Royalty for the Initial Term and any Renewal Period shall
never be less than the Minimum Guarantee for the Initial Term or Renewal
Period, as the case may be. Royalties paid to Equilink pursuant to Section
10.2 or 10.3 for any calendar quarter may be credited against the Minimum
Guarantee installment due in respect of such calendar quarter. To the
extent that actual Royalties paid to Equilink in a calendar quarter exceed
the installment of the Minimum Guarantee for such quarter, the amount of
such excess may be credited against the installment of Minimum Guarantee
due in the next succeeding calendar quarter in the same License Year in
which such quarter occurs. Royalties paid in excess of the Minimum Guaranty
for the Initial Term shall not be credited to the Minimum Guaranty for the
Renewal Period. Once paid to Equilink, no part of the Minimum Guarantee is
refundable.
10.6 In the event that Kmart Corporation enters into a license to
use the Trademark (the "Kmart License") at a royalty rate equal to the Blended
Rate (defined below), then notwithstanding Section 10.4 and the first
sentence of Section 10.5 hereof, Licensor will adjust the Royalty to the
Blended Rate for so long as Kmart is required to pay the Blended Rate under
such license. The "Blended Rate" on any date shall be the rate determined
by dividing (x) the sum of the minimum royalty guarantee under the Kmart
license and this Agreement on such date by (y) the sum, as determined on
such date, of (A) the Minimum Guarantee under this Agreement divided by the
Royalty plus (B) the minimum royalty guarantee under the Kmart License
divided by the royalty rate (which is other than the Blended Rate) which
Licensor offered in writing to accept from Kmart. If the Blended Rate is
greater than the Royalty set forth in Section 1.11, then the Royalty will
be as set forth in Section 1.11.
11. ROYALTY AND FINANCIAL REPORTS AND PAYMENTS.
11.1 Licensee shall furnish to Equilink a Royalty report not later
than thirty (30) days after the end of each calendar quarter for all
Licensed Products bearing the Trademarks sold by or for it during such
calendar quarter. The Royalty report shall be submitted in the format set
forth in attached Schedule B and certified to be accurate by an appropriate
financial officer of Licensee. Each report shall include the number,
description, manufacturer's reference number and Cost of the Licensed
Products purchased by Licensee during the quarter less any samples or
returns made by Licensee during the relevant period to manufacturers.
11.2 Each Royalty report submitted by Licensee to Equilink pursuant
to Section 11.1 shall be accompanied by a check in payment of the Royalty
or Minimum Guarantee, if such a payment is due, for the calendar quarter
covered by the report.
11.3 The first Royalty report shall be due October 30, 1998, and
thereafter on the thirtieth (30th) day after each succeeding calendar
quarter during the Initial Term and any Renewal Period. Royalty reports
shall be provided for all subsequent calendar quarters regardless of
whether or not any of the Licensed Products have been sold or distributed
during the preceding quarter.
11.4 The payment of the Royalty or Minimum Guarantee, as the case
may be, shall be delivered to Equilink thirty (30) days from the end of the
calendar quarter for which payment was due.
11.5 All payments made hereunder shall be by check made payable
to Equilink and shall be in United States currency.
11.6 Licensee agrees to submit annual forecasts including
customer SKU breakdowns and previous quarter actuals. An annual product
roll-out schedule will be submitted to Equilink for each year this
Agreement is in effect.
12. ACCOUNTING STANDARDS FOR ROYALTY COMPUTATIONS. It is expressly
understood and agreed that all computations relating to the determination
of the amount of Royalties due and payable pursuant to this Agreement shall
be made in accordance with the generally recognized and accepted accounting
principles as reflected in the practice of U.S. independent certified
public accountants. Licensee shall maintain adequate and accurate records
in sufficient detail to enable all Royalties due to Equilink hereunder to
be readily and accurately determined in accordance with such standards, and
Licensee shall, upon Equilink's written request with reasonable advance
notice permit such books and records to be examined and extracted by an
accountant authorized to do so at any reasonable times during business
hours. All such books and records shall be kept available by Licensee for
at least two (2) years from the sale of the Licensed Products.
13. MISTAKES IN PAYMENT. The receipt or acceptance by Equilink of any
of the statements furnished pursuant to this Agreement, or of payments
hereunder, or the cashing of any checks paid hereunder shall not preclude
Equilink from questioning the correctness thereof. If any inconsistencies
or mistakes are discovered in such statements or payments, they shall
immediately be rectified and the appropriate payment made to the party to
which such payment is owed.
14. TERMINATION. Without prejudice to any other rights, this
Agreement shall immediately and automatically terminate without need for
further notice from Equilink at any time (except as otherwise set forth
below):
14.1 If Licensee or any of its affiliated companies fails to
make any payment due hereunder or to deliver any of the
statements herein referred to, and if such default
continues for a period of ten (10) business days after
written notice of such default is received by Licensee.
14.2 At Equilink's option, if Licensee or any of its
affiliated companies or any guarantor hereunder is unable
to pay its liabilities when due, or makes any assignment
for the benefit of creditors, or files or has filed
against it any petition under bankruptcy laws, or is
adjudicated as bankrupt or insolvent, or if any receiver
is appointed for its business or property.
14.3 If Licensee fails to perform or breaches any other
material terms or conditions of this Agreement upon
written notice to Licensee and thirty (30) days'
opportunity to cure.
14.4 If any governmental agency finds that the Licensed
Products are defective in any way (other than because of
use of the Trademarks as authorized hereunder), manner or
form and after receiving notice thereof, Licensee does
not promptly remedy such situation by removing the
Licensed Products from sale or otherwise.
14.5 If Equilink fails to perform or breaches any other
material terms or conditions of this Agreement upon
written notice to Equilink and thirty (30) days
opportunity to cure.
.
15. COLLECTION COSTS. In addition to all other remedies available to
Equilink at law or equity, Licensee shall pay Equilink immediately upon
incurrence all reasonable costs and expenses (including legal fees)
incurred by or on its behalf to collect past due royalty payments hereunder
(unless there is a final adjudication that such amounts were not due).
16. SELL OFF.
16.1 On the conditions that Licensee has paid all monies owed
and has delivered all requisite reports to Licensor as of the expiration
date and has provided Equilink within 10 business days after such
expiration a written inventory statement specifying the number of each of
the Licensed Products in Licensee's inventory as of the date of expiration
of this Agreement, upon expiration (but not termination) of this Agreement,
for a period of one hundred and eighty (180) days after such expiration
Licensee will have the nonexclusive license to dispose of any Licensed
Products in inventory in accordance with the terms and conditions of this
Agreement and Licensee's usual practices and prices for each of the
Licensed Products, provided that Licensee pays to Licensor all Royalties
associated with the distribution of the Licensed Products
as set forth in Section 10 above and that the amount of Royalties paid per
unit of Licensed Products by Licensee for exploitation of such Licensed
Products is no less than the average per unit dollar amount received by
Licensor as a Royalty with respect to such Licensed Products during the
twelve (12) months preceding expiration (excluding any units distributed at
no charge or at or below cost). Licensee may not manufacture Licensed
Products in anticipation of the expiration of this Agreement.
16.2 Upon expiration or termination of this Agreement or
sell-off period, if applicable, Licensee shall turn over at Cost to
Licensor or, if requested by Licensor, destroy all remaining stock of the
Licensed Products and, if requested, shall destroy all molds, plates and
other materials in Licensee's control or possession that contain the
Trademarks that were used in the manufacture of the Licensed Products, and
an officer of Licensee will certify to Licensor in writing that Licensee
has done so.
17. REVERSION OF RIGHTS. Upon termination or expiration of this
Agreement or sell-off period, if applicable, all license rights granted
hereunder will immediately revert to Equilink, and Equilink may exploit
such license rights itself or grant such rights to any third party, and
Licensee will not reproduce, manufacture, sell or distribute any Licensed
Products. Further, Licensee shall cancel or terminate all contracts, orders
and requests for the manufacture or supply of any goods or services
which involve or may lead to any use, application or exploitation of the
Trademarks or the rights herein granted or any part thereof. Equilink may
negotiate and contract with a third party with respect to licensing the
Licensed Products bearing the Trademarks so long as Licensor does not
convey any rights to use the Trademarks on Licensed Products during the
Term hereof.
18. INSURANCE AND INDEMNIFICATION.
18.1 Licensee agrees to hold harmless, defend and
indemnify Equilink and its affiliates and each of their respective
employees, directors and agents against any and all claims, suits, losses,
expenses (including attorneys' fees), or damages directly or indirectly
arising out of Licensee's promotion, advertising, manufacture, distribution
or sale of the Licensed Products and the use by third parties of such
Licensed Products promoted, manufactured, advertised, distributed or sold
by Licensee, or out of any alleged unauthorized use of any patent,
copyright, design, mark, process, idea, method, or device by Licensee in
connection with the Licensed Products.
18.2 During the Term and thereafter Equilink shall indemnify and
hold harmless Licensee, its affiliates and each of their respective officers,
directors, agents and employees for, from and against any claims, demands,
causes of action, damages, and reasonable attorneys' fees for trademark
infringement arising out of the use of the Trademarks as strictly
authorized under this Agreement, provided that Equilink is given prompt
notice of and shall have the option to undertake and conduct the defense of
any such claim, demand or cause of action and further provided that
Licensee shall cooperate in the defense of such claim as reasonably
required by Equilink.
18.3 Licensee shall acquire and maintain at its sole cost and
expense throughout the term of this Agreement Commercial General Liability
Insurance, including product liability and contractual liability insurance
(hereinafter referred to as "Commercial General Liability Insurance"),
underwritten by an insurance company which has been rated at least A-VI by
the most recent edition of Best's insurance report. The financial status of
insurance companies located outside the United States must be acceptable to
Equilink. This insurance coverage shall provide protection against any and
all claims, demands, causes of action or damages, including attorney's
fees, arising out of any alleged defects in the Licensed Products, or any
use thereof of not less than three million dollars ($3,000,000) combined
single limit for personal injury and property damage with MacMark and
Equilink named as an additional insured party. In addition, Licensee shall
name MacMark and Equilink as an insured on any excess or umbrella policies
carried by Licensee. Licensee may, at its option, self insure all or any
portion of the above obligation.
18.4 Licensee shall furnish to Equilink certificates
issued by the insurance company setting forth the amount of Commercial
General Liability Insurance, the policy number, the date of expiration, and
a provision that Equilink shall receive thirty (30) days written notice
prior to termination, reduction, or modification of the coverage.
Licensee's purchase of the Commercial General Liability Insurance or
furnishing of the certificate of insurance shall not relieve Licensee of
any other of its obligations or liabilities under this Agreement.
18.5 Licensee agrees to provide Equilink with prompt notice of
any claim, objection, suit or dispute of any kind concerning the Trademarks
and/or MacMark's and Equilink's rightful ownership of rights thereto.
Equilink shall have at least ninety (90) days after receipt of said notice
to exercise the option to undertake and conduct the defense of any suit so
brought, and if Equilink does not undertake to conduct the defense of any
such claim or suit, no settlement of any such claim or suit shall be made
without Equilink's prior written consent. Licensee agrees to reasonably
cooperate fully with Equilink in any such action.
19. REPRESENTATION AND WARRANTY. Each party represents and warrants
to the other that it is under no legal impediment which would prevent it
from signing this Agreement or performing obligations hereunder. Equilink
further represents and warrants that it is authorized to grant this license
and will not grant any license or take any action in contravention to
Licensee's exclusive rights to sell Licensed Products in the Territory.
20. NOTICES. Except as otherwise provided in this Agreement, all
notices or other communications required or permitted to be given pursuant
hereto shall be in writing and shall be valid and sufficient if dispatched
by hand delivery, reliable courier (such as Federal Express), telecopier
(with confirmed receipt), registered mail, postage prepaid, addressed as
follows:
If to Equilink: Equilink Licensing Corporation
c/o Riddell Sports Inc.
900 Third Avenue, 27th Floor
New York, NY 10022
TELECOPIER: (212) 826-5006
ATTENTION: GENERAL COUNSEL
with a copy to: Riddell, Inc.
3670 N. Milwaukee Avenue
Chicago, IL 60641
TELECOPIER: (312) 794-6155
ATTENTION: CHIEF ACCOUNTING OFFICER
If to Licensee: Footstar Corporation
933 MacArthur Boulevard
Mahwah, New Jersey 07430
TELECOPIER (201) 934-6761
ATTENTION: GENERAL COUNSEL
with a copy to: Meldisco
933 MacArthur Boulevard
Mahwah, New Jersey 07430
TELECOPIER (201) 934-2642
ATTENTION: PRESIDENT
Either party may change its address by notice given to the other party in
the manner set forth above. Notices given by mail as herein provided shall
be considered to have been given ten (10) days after the mailing thereof.
21. WAIVER. The failure of either party at any time or times to
demand strict performance by the other of any of the terms, covenants or
conditions set forth herein shall not be construed as a continuing waiver
or relinquishment thereof and each may at any time demand strict and
complete performance by the other of said terms, covenants and conditions.
All waivers hereunder must be made in writing, and failure at any time to
require the other party's performance of any obligation under this
Agreement shall not affect the right subsequently to require performance of
that obligation.
22. ASSIGNMENT. This Agreement shall bind and inure to the benefit of
Licensee, Equilink and the successors and assigns of Equilink. The rights
granted to and the duties and obligations undertaken by Licensee hereunder
shall be exclusive to it and shall not without the prior written consent of
Equilink be transferred, assigned, delegated or subcontracted, voluntarily
or involuntarily, by operation of law or otherwise (including without
limitation, upon merger) other than to an affiliated company of Licensee
who is directly or indirectly involved in the operation of the footwear
departments of Kmart stores in the Territory.
23. NO JOINT VENTURE. The parties to this Agreement are independent
contractors. Nothing in this Agreement shall be construed to make the
parties agents of each other, partners or joint venturers or to permit
either party to bind the other to any agreement or create any legal
relationship other than that of licensee and licensor.
24. MANUFACTURING SOURCE. Licensee represents that the Licensed
Products will be manufactured for Licensee by a person or entity who agrees
to be bound by the terms hereof, and each shall sign the attached Schedule
C prior to the manufacture of the Licensed Products pursuant to this
Agreement. Equilink agrees during the Term not to disclose the name of such
manufacturers (unless such names become known to the public other than by
disclosure by Licensor) or contact such manufacturers other than through
Licensee in connection with this Agreement.
25. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision or portion of any provision of this
Agreement should be invalid under applicable law, such provision or portion
of such provision shall be ineffective to the extent of such invalidity
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.
26. INJUNCTIVE RELIEF. Each party hereto acknowledges that the
other's breach of this Agreement will result in immediate and irreparable
damage to the other, and that money damages alone would be inadequate to
compensate the other. Therefore, in the event of a breach or threatened
breach of any provision of this Agreement by one party, the other party
may, in addition to all other remedies, immediately obtain and enforce
injunctive relief prohibiting such breach or compelling specific
performance. Each party hereby irrevocably waives any requirement that the
other party might have to post a bond in order to obtain such injunctive or
other relief.
27. SUBJECT HEADINGS. The subject headings of the Sections of this
Agreement are included for the purposes of convenience only, and shall not
affect the construction or interpretation of any of its provisions.
28. FURTHER ASSURANCES. The parties shall each perform such acts,
execute and deliver such instruments and documents, and do all such other
things as may be reasonably necessary to accomplish the transactions
contemplated by this Agreement.
29. LAW TO GOVERN. The validity, construction and enforceability of
this Agreement shall be governed in all respects by the laws of New York
without regard to principles of conflict of law and Licensee hereby
consents to jurisdiction in state and federal courts located in the United
States, New York, New York.
30. WRITTEN AGREEMENT TO GOVERN. This Agreement sets forth the entire
understanding and supersedes all prior and contemporaneous agreements
between the parties relating to the subject matter contained herein and
merges all prior and contemporaneous discussions between them. Neither
party shall be bound by any definition, condition, representation,
warranty, covenant or provision other than as expressly stated in or
contemplated by this Agreement or as subsequently shall be set forth in
writing and executed by an authorized representative of the party to be
bound.
31. LOSS OF CONTROL. If for any reason, the present management of
Equilink is replaced or the controlling interest of Equilink is sold, this
Agreement will remain in effect for the remainder of the Term.
32. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each counterpart shall constitute an original instrument,
but all such separate counterparts shall constitute only one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
EQUILINK LICENSING CORPORATION
Dated: By: /s/ DAVID MAUER
Name: David Mauer
Title: Chief Executive Officer
FOOTSTAR CORPORATION
Dated: By: /s/ KENNETH ECKERT
Name: Kenneth Eckert
Title: Vice President
Exhibit 23
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Riddell Sports Inc.
We have issued our report dated February 21, 1998, accompanying the
consolidated financial statements and schedule included in the Annual
Report of Riddell Sports Inc. and Subsidiaries on Form 10-K for the year
ended December 31, 1997. We hereby consent to the incorporation by
reference of said report in the Registration Statements of Riddell Sports
Inc. and Subsidiaries on Form S-8 (File No. 333-34355), effective August
25, 1997, on Form S-4 (File No. 333-31525), effective August 7, 1997, and
on Form S-3 (File No. 333-43247), effective February 13, 1998.
GRANT THORNTON L.L.P
Chicago, Illinois
March 27, 1998
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