<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
Commission file number: 0-19298
RIDDELL SPORTS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2890400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Third Avenue, New York, New York, 10022
(Address of principal executive offices) (Zip code)
(212) 826-4300
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes[ X ] No [ ]
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
9,141,166 Common Shares as of November 12, 1998
1
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RIDDELL SPORTS INC.
INDEX
Page
Form 10-Q Cover Page . . . . . . . . . . . . . . . . . . . . . 1
Form 10-Q Index . . . . . . . . . . . . . . . . . . . . . . . . 2
Part I. Financial Information:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations . . . . . . 4
Condensed Consolidated Statements of Shareholders' Equity . 5
Condensed Consolidated Statements of Cash Flows . . . . . . 6
Notes to Condensed Consolidated Financial Statements . . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . 10
Part II. Other Information:
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . 14
Item 2. Changes in Securities . . . . . . . . . . . . . . . 14
Item 3. Defaults upon Senior Securities . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains certain statements which are "forward looking"
statements under the federal securities laws that are based on the beliefs of
management as well as assumptions made by and information currently available
to management. Forward looking statements appear in Note 6 and Note 8 to Notes
to Condensed Consolidated Financial Statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" concerning the
Company's determination of product liability reserves and tax estimates, the
seasonal patterns of its business and estimated cost and timing of Year 2000
problems and possible risks related thereto. Certain factors could cause
actual results to differ materially from those in the forward-looking
statements including without limitation, (i) continuation of historical
patterns of demand for the Company's products and the Company's ability to meet
the demand; (ii) actions by competitors, including without limitation new
product introductions; (iii) the loss of suppliers or foreign sourcing; (iv)
changes in business strategy or new product lines and the Company's ability to
successfully implement these; (v) the outcome of pending product liability
claims and potential future claims; (vi) the Company's ability to accurately
assess and successfully remedy Year 2000 issues within time frame anticipated
by management and at the estimated cost; (vii) the ability of third parties
with whom the Company has material relationships to remedy their Year 2000
issues on a timely basis; (viii) the Company's ability to estimate tax charges
and benefits; and (ix) changes in interest rates and general economic
conditions. The Company does not intend to update these forward looking
statements.
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Part 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTIONS>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
September 30, December 31,
1998 1997
--------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,824 $ 1,011
Accounts receivable, trade, less allowance for doubtful
accounts ($933 and $824 respectively) (Note 4) . . . . . . . . . . . 48,761 26,425
Inventories (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . 24,608 24,066
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,393 6,800
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 1,790 1,562
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,358 1,358
--------------- -------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 83,734 61,222
Property, plant and equipment, less accumulated
depreciation ($ 6,532 and $4,767 respectively) . . . . . . . . . . . . 7,548 7,823
Intangibles and deferred charges, less accumulated
amortization ($16,331 and $13,248 respectively) . . . . . . . . . . . 109,035 112,118
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,625 598
--------------- -------------
$201,942 $181,761
=============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,432 $8,377
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 9,016 10,717
Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 2,652 4,529
--------------- -------------
Total current liabilities . . . . . . . . . . . . . . . . . . 24,100 23,623
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,200 122,500
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453 453
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,060 3,060
Contingent liabilities (Note 6) . . . . . . . . . . . . . . . . . . . . . - -
Shareholders' equity
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 91
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . 36,586 36,386
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . (548) (4,352)
--------------- -------------
36,129 32,125
--------------- -------------
$201,942 $181,761
=============== =============
See notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTIONS>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------------- ---------------------------------
1998 1997 1998 1997
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Net revenues . . . . . . . . . . . $69,339 $62,974 $159,326 $110,225
Cost of revenues . . . . . . . . . 41,702 38,278 95,239 64,123
------------ ------------ ----------- ------------
Gross profit . . . . . . . . . . . 27,637 24,696 64,087 46,102
Selling, general and
administrative expenses . . . . . 16,935 15,051 49,169 33,664
------------ ------------ ----------- ------------
Income from operations . . . . . . 10,702 9,645 14,918 12,438
Interest expense . . . . . . . . . 3,783 3,631 11,114 8,536
------------ ------------ ----------- ------------
Income before taxes . . . . . . . . 6,919 6,014 3,804 3,902
Income taxes . . . . . . . . . . . 1,870 150 - 150
------------ ------------ ----------- ------------
Net income . . . . . . . . . . . . $5,049 $5,864 $3,804 $3,752
============ ============ =========== ============
Net earnings per share :
Basic . . . . . . . . . . . $0.55 $0.65 $0.42 $0.45
Diluted . . . . . . . . . . $0.47 $0.54 $0.37 $0.40
Weighted average number common
and common equivalent
shares outstanding
Basic . . . . . . . . . . . 9,133 9,055 9,122 8,422
Diluted . . . . . . . . . . 10,913 11,071 11,066 10,208
See notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTIONS>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(In thousands)
Retained
Common Stock Additional earnings Total
--------------------- paid in (Accumulated Shareholders'
Shares Amount capital deficit) equity
----------- --------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
For the nine months ended September 30, 1997:
Balance, January 1, 1997 . . . 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 . 6 - 14 - 14
Sale of common stock,
net of costs . . . . . . . . 986 10 4,310 4,320
Net income for the period . . - - - 3,752 3,752
----------- --------- ------------- ------------ --------------
Balance, September 30, 1997 . . 9,060 $91 $36,340 ($41) $ 36,390
=========== ========= ============= ============ ==============
For the nine months ended September 30, 1998:
Balance, January 1, 1998 . . . . 9,079 $91 $36,386 ($4,352) $32,125
Issuance of common stock upon
exercise of stock options . 28 - 72 - 72
Stock issued to employees . . 27 - 128 - 128
Net income for the period . . - - - 3,804 3,804
----------- --------- ------------- ------------ --------------
Balance, September 30, 1998 . . 9,134 $91 $36,586 ($548) $36,129
=========== ========= ============= ============ ==============
See notes to condensed consolidated financial statements.
</TABLE>
5
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<TABLE>
<CAPTIONS>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Nine Months Ended September 30,
---------------------------------
1998 1997
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . $3,804 $3,752
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization:
Amortization of debt issue costs . . . . . . . . 602 292
Other depreciation and amortization . . . . . . 4,246 2,536
Stock options issued . . . . . . . . . . . . . . . - 559
Provision for losses on accounts receivable . . . . 442 277
Deferred taxes . . . . . . . . . . . . . . . . . . - 150
Changes in assets and liabilities (net
of effects from acquisition):
(Increase) decrease in:
Accounts receivable, trade . . . . . . . . . . (22,778) (10,989)
Inventories . . . . . . . . . . . . . . . . . (542) 4,392
Prepaid expenses . . . . . . . . . . . . . . . 2,407 4,643
Other receivables . . . . . . . . . . . . . . (228) 797
Other assets . . . . . . . . . . . . . . . . . (1,027) 38
Increase (decrease) in:
Accounts payable . . . . . . . . . . . . . . . 4,055 480
Accrued liabilities . . . . . . . . . . . . . (1,573) (321)
Customer deposits . . . . . . . . . . . . . . (1,877) (7,984)
Other liabilities . . . . . . . . . . . . . . - (927)
----------- ------------
Net cash used in operating activities . . (12,469) (2,305)
----------- ------------
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . (1,490) (735)
Acquisition of Varsity Spirit Corporation . . . . . . - (91,245)
----------- ------------
Net cash used in investing activities . . (1,490) (91,980)
----------- ------------
Cash flows from financing activities:
Net borrowings under line-of-credit agreement . . . 15,700 (11,290)
Proceeds from issuance of long-term debt . . . . . . - 115,000
Debt issue costs . . . . . . . . . . . . . . . . . . - (6,640)
Principal payments on long-term debt:
Shareholders . . . . . . . . . . . . . . . . . . . - (439)
Banks and other . . . . . . . . . . . . . . . . . . - (5,313)
Proceeds from issuance of common stock . . . . . . . 72 4,334
----------- ------------
Net cash provided by financing activities 15,772 95,652
----------- ------------
Net increase in cash . . . . . . . . . . . . . . . . . . 1,813 1,367
Cash, beginning . . . . . . . . . . . . . . . . . . . . . 1,011 357
----------- ------------
Cash, end . . . . . . . . . . . . . . . . . . . . . . . $2,824 $1,724
=========== ============
See notes to condensed consolidated financial statements.
</TABLE>
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation
The condensed consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. These statements are
unaudited, and in the opinion of management include all adjustments (consisting
only of normal recurring adjustments) necessary for fair presentation of the
Company's consolidated financial position and the consolidated results of its
operations and cash flows at September 30, 1998 and 1997 and for the periods
then ended. Certain information and footnote disclosures made in the last
Annual Report on Form 10-K have been condensed or omitted for these interim
statements. Accordingly, these condensed consolidated financial statements
should be read in conjunction with the December 31, 1997 Annual Report on Form
10-K. Operating results for the nine months ended September 30, 1998 are not
necessarily indicative of the results to be expected during the remainder of
1998.
2. Acquisition
As discussed in prior reports, the Company acquired Varsity Spirit
Corporation ("Varsity") on June 19, 1997. The acquisition was accounted for as
a purchase and, accordingly, the operating results of Varsity have been
included in the consolidated statements of operations from the date of
acquisition. The following pro forma information for the nine month period
ended September 30, 1997 presents the combined operations of the Company and
Varsity as if the acquisition and relating financing transactions had occurred
at the beginning of 1997:
Pro Forma Nine Months Ended September 30, 1997:
(In thousands)
Net revenues $146,036
Cost of sales 86,524
---------
Gross profit 59,512
Selling, general and
administrative expenses 50,434
---------
Income from operations 9,078
Interest expense 10,887
---------
Loss before taxes (1,809)
Income taxes -
---------
Net loss ($1,809)
=========
Loss per share ($0.20)
Depreciation and amortization 4,114
These pro forma results have been presented for comparative purposes only
and include the following proforma adjustments for the nine month period ended
September 30, 1997: (1) additional amortization expense as a result of goodwill
arising from the acquisition ($789); (2) salary increases relating to contracts
entered into in conjunction with the transactions ($75); (3) elimination of
costs incurred by Varsity in maintaining its status as a separate public
corporation ( $165); (4) adjustments of certain expenses incurred by the
Company or Varsity based on programs existing within the other company ($38);
(5) elimination of one time charges arising from the transaction for redeeming
Varsity stock options ($4,783), a change in control payment ($250) and bridge
loan commitment fees ($3,000); (6) additional interest on acquisition debt and
related debt charges ($5,401); and (7) the tax effect of the above ($1,578 net
credit
7
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
elimination). The pro forma results are not necessarily indicative of results
that would have occurred had the combination been effected at the beginning of
1997 nor of future operating results of the combined operations.
3. Earnings per share
The Company's basic net earnings per share amounts have been computed by
dividing earnings by the weighted average number of outstanding common shares.
The Company's diluted earnings per share is computed by adjusting earnings for
the effect of the assumed conversion of dilutive securities and dividing the
result by the weighted average number of common shares and common equivalent
shares relating to dilutive securities. A reconciliation between the
numerators and denominators for these calculations follows:
<TABLE>
<CAPTIONS>
Three months ended Nine months ended
September 30, September 30,
-------------------- ----------------------
1998 1997 1998 1997
--------- --------- --------- ---------
(In thousands)
<S> <C> <C> <C> <C>
Earnings - numerator:
Net income $5,049 $5,864 $3,804 $3,752
Effect of assumed conversion, when dilutive,
of convertible debt - interest savings net of tax 76 105 314 301
--------- --------- --------- ---------
Numerator for diluted per share computation $5,125 $5,969 $4,118 $4,053
========= ========= ========= =========
Shares - denominator:
Weighted average number of outstanding common shares 9,133 9,055 9,122 8,422
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 385 621 549 482
Convertible debt, assumed conversion when dilutive 1,395 1,395 1,395 1,304
--------- --------- --------- ---------
Denominator for diluted per share computation 10,913 11,071 11,066 10,208
========= ========= ========= =========
</TABLE>
4. Receivables
Accounts receivable include unbilled shipments of approximately $1,683,000
and $1,157,000 at September 30, 1998 and December 31, 1997, respectively. It
is the Company's policy to record revenues when the related goods have been
shipped. Unbilled shipments represent receivables for shipments that have not
been invoiced. These amounts relate principally to partial shipments to
customers who are not invoiced until their order is shipped in its entirety or
customers with orders containing other terms that require a deferral in the
issuance of an invoice. Management believes that substantially all of these
unbilled receivables will be invoiced within the current sales season.
8
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RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Inventories
Inventories consist of the following:
(In thousands)
September 30, December 31,
1998 1997
------------- ------------
Finished goods $ 13,078 $ 12,691
Work-in-process 2,361 3,571
Raw materials 9,169 7,804
------------- ------------
$ 24,608 $ 24,066
============= ============
6. Litigation matters and contingencies
At September 30, 1998, the Company was a defendant in 5 product liability
suits relating to personal injuries allegedly related to the use of helmets
manufactured or reconditioned by subsidiaries of the Company. The Company
estimates that the uninsured portion of future costs and expenses related to
these claims, and incurred but not reported claims, will amount to at least
$4,000,000, and accordingly, a reserve in this amount is included in the
Condensed Consolidated Balance Sheet at September 30, 1998 as part of accrued
liabilities and other liabilities. These reserves are based on estimates of
losses and defense costs anticipated to result from such claims, from within a
range of potential outcomes, based on available information, including an
analysis of historical data such as the rate of occurrence and the settlement
amounts of past cases. However, due to the uncertainty involved with
estimates, the ultimate outcome of these claims, or potential future claims,
cannot presently be determined and actual results have at times varied
substantially from earlier estimates and could do so in the future.
Accordingly, there is no assurance that the ultimate costs of such claims will
fall within the established reserves.
7. Supplemental cash flow information
During the nine month period ended September 30, 1998 the Company issued
shares of its Common Stock, valued at $128,000 based on quoted market values at
the time of grant, to certain employees as consideration for compensation
included in accrued liabilities at December 31, 1997.
In June 1997, in connection with the acquisition of Varsity Spirit
Corporation, the Company assumed liabilities of approximately $22,959,000. In
June 1997, the Company credited additional paid in capital for $559,000
relating to value ascribed to certain stock options.
Cash paid for interest was $14,330,000 and $5,038,000 (including $3.0
million in 1997 for certain bridge financing commitment fees incurred in
connection with financing matters relating to the Varsity acquisition) for the
nine month periods ended September 30, 1998 and 1997, respectively. Income tax
payments, or refunds, were not significant for the nine month periods ended
September 30, 1998 and 1997.
8. Income Taxes
The Company estimates that it will not have an income tax charge or
benefit for 1998 so the year to date results include no income taxes. The
Company had anticipated a higher 1998 tax rate and recorded a net tax benefit
for the first half of 1998 on the six month year to date loss. The tax expense
for the third quarter of 1998 reflects an adjustment to reverse the tax benefit
recorded earlier in the year.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview and seasonality
The Company acquired Varsity Spirit Corporation ("Varsity") on June 19,
1997. The Varsity acquisition significantly increased the size of the
Company's business and significantly changed the Company's financial structure.
The Company's historical operating results for the nine month period ended
September 30, 1997 do not include Varsity's operations for the portion of the
period before the Varsity acquisition. This makes comparisons of 1997 and 1998
year to date operating results less meaningful. In order to overcome this
limitation, the discussion and analysis that follow include comparisons to
operating results for the 1997 year to date period that are adjusted on a pro
forma basis to include Varsity's results for the portion of the period before
the acquisition and other matters related to the Varsity acquisition. The pro
forma adjustments are described in Note 2 of the Consolidated Financial
Statements included in this report. The third quarter of 1997, as opposed to
the nine month period, did include Varsity's operations because the acquisition
occurred before the start of the quarter. So, pro forma information is not
used for comparisons to the third quarter of 1997.
Operations for the three month period ended September 30, 1998 resulted in
net income of $5.0 million, or $0.47 per share on a diluted basis, in
comparison to net income of $5.9 million, or $0.54 per share on a diluted
basis, for the third quarter of 1997. The 1998 operating results reflect tax
expense of $1.9 million for the quarter, as discussed below, while the 1997
quarterly results included a much lower charge for tax expense. Income before
taxes increased by 15% from $6.0 million for the third quarter of 1997 to $6.9
million for the third quarter of 1998.
In 1998 and 1997 the third quarter profit all or partially offset losses
incurred earlier in the year. The result for the nine month period of 1998 was
net income of $3.8 million, or $0.37 per share on a diluted basis. This
compares to a pro forma net loss of $1.8 million, or ($0.20) per share, for the
nine month period of 1997.
The higher level of profitability in the third quarter is consistent with
the historical seasonality of the Company's business. The combined operations
of the Company and Varsity have been most profitable in the second and third
quarters of recent years, with the third quarter typically being the strongest.
The Company's institutional and retail business lines are at the high
points of their annual business cycles during the third quarter. Demand for
the Company's products increases as the school year begins in the case of
institutional products, with most camps held during the summer months, and
with the approach of the fall football and holiday shopping seasons in the case
of the Company's retail products.
The institutional business lines consist of products and services sold by
the Company's sales force directly to customers in the extracurricular markets.
These include the Company's historical lines of football and other athletic
products and the lines of school spirit and dance uniforms and accessory
products and camp and event services.
10
<PAGE> 11
Revenues
Revenues for the three month period ended September 30, 1998 increased
$6.3 million, or 10%, to $69.3 million in comparison to revenues of $63.0
million for the third quarter of 1997. For the nine month period ended
September 30, 1998 revenues increased by $13.3 million or 9%, to $159.3 million
in comparison to pro forma revenues of $146.0 million for the nine month period
of 1997.
Most of the revenue gains were from the Company's institutional
businesses, which increased 10% or $5.9 million from $57.4 million for the
third quarter of 1997 to $63.3 million for the third quarter of 1998. For the
full nine month period institutional revenues increased 10% or $13.3 million
from $131.5 million on a pro forma basis for the nine month period of 1997 to
$144.8 million for the nine month period of 1998. The increased revenue for
both the quarter and year to date period was due in large part to increased
volume of institutional products with sales of cheerleading uniforms and
accessories providing the largest increase. Athletic product volume also
increased significantly due largely to expanded offerings of athletic practice
wear and a new emphasis on the youth football market. Camp and event revenue
was up modestly for the quarter but contributed strongly to the overall year to
date revenue growth due to the strong increase in special event revenues
earlier in the year.
Revenues from sports collectibles and other products sold through retail
channels increased in the third quarter by 12% or $0.6 million from $5.1
million for the third quarter of 1997 to $5.7 million for the third quarter of
1998. For the year to date period retail revenues increased 4% or $0.5 million
from $12.6 for the first nine months of 1997 to $13.1 million for the nine
month period of 1998.
Revenue from trademark licensing was approximately $0.2 million below
comparable 1997 levels for the third quarter and $0.5 million below 1997 levels
for the nine month period. The decrease is attributable to the expiration in
June 1998 of a license for some of the MacGregor product lines sold by Kmart.
Gross Profit
Gross profit for the third quarter of 1998 increased to $27.6 million from
$24.7 million for the 1997 quarter and for the nine month period increased to
$64.1 million from $59.5 million for the pro forma 1997 period. Gross margins
increased as a percentage of sales from 39.2% for the third quarter of 1997 to
39.9% for the third quarter of 1998. For the nine month period gross margin
rates decreased from 40.8% on a pro forma basis for the nine month period of
1997 to 40.2% for the nine month period of 1998. The increase in margin rates
for the quarterly period is largely due to the economies of scale related to
volume increases. Gross margin rates for the year to date period remain down
due to a shift in the mix of products and services sold earlier in the year as
the Company realized increases in sales of products and services which have
relatively low margins.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the third quarter of 1998
increased by $1.8 million to $16.9 million from $15.0 million for the 1997
quarter and for the nine month period decreased by $1.2 million to $49.2
million from $50.4 million for the pro forma 1997 period. Selling, general and
administrative expenses increased as a percentage of sales from 23.9% on a pro
forma basis for the third quarter of 1997 to 24.4% for the third quarter of
1998. For the nine month period these expenses decreased from a pro forma
34.5% for 1997 to 30.9% in the1998 period primarily because of certain unusual
expenses
11
<PAGE> 12
in 1997 which did not recur. The increase in expense levels for the quarterly
period were in large part due to the timing of certain sales and marketing
expenditures. For the year to date period expense levels decreased as a
percentage of revenues even after adjusting for the unusual expenses incurred
in the first half of 1997.
Interest Expense
Interest expense for the third quarter and nine month period of 1998
reflect increased costs associated with the additional debt incurred in June
1997 to finance the Acquisition. Interest expense for the 1998 periods is
comparable to interest expense computed on a pro forma basis for the comparable
periods of 1997.
Income Taxes
The Company estimates that it will not have an income tax charge or
benefit for 1998 so the year to date results include no income taxes. The
Company had anticipated a higher 1998 tax rate and recorded a net tax benefit
for the first half of 1998 on the six month year to date loss. The tax expense
for the third quarter of 1998 reflects an adjustment to reverse the tax benefit
recorded earlier in the year.
Liquidity and Capital Resources
Several factors have a significant effect on the seasonality of the
Company's working capital needs. A significant portion of the Company's
institutional products and reconditioning services are sold throughout the year
on dated payment terms, with related receivables becoming due during the
following July to October period. The Company incurs costs relating to its
camp business from the fourth quarter and into the second quarter as it
prepares for the upcoming camp season, while most revenue relating to camps is
collected in the June to August period. Additionally, the Company's debt
structure impacts the seasonality of its working capital demands as the semi-
annual interest payments on its $115 million of 10.5% Senior Notes come due
each January and July.
In order to finance these seasonal working capital demands, the Company
maintains a credit facility consisting of a revolving line of credit. The
outstanding balance on the credit facility follows the seasonal cycles
described above, increasing during the early part of the operating cycle in the
first and second quarters of each year and then decreasing from the late
second quarter and into the fourth quarter each year as collections are used to
reduce the outstanding balance. There were no outstanding borrowings at
December 31, 1997 under the credit facility. At September 30, 1998 the
outstanding balance under the credit facility was $15.7 million as compared to
$6.6 million at September 30, 1997.
There are no principal payments due on the Senior Notes until they mature
in 2007. The credit facility matures in 2002 and provides for borrowings of up
to $35 million, depending on levels of receivables and inventories.
The Company's current debt service obligations are significant and,
accordingly, the ability of the Company to meet its debt service and other
obligations will depend on its future performance and is subject to financial,
economic and other factors, some of which are beyond its control.
Furthermore, due to the seasonality of working capital demands described above,
year over year growth in the Company's business and working capital could lead
to higher debt levels in future periods until the fall of each year when the
majority of dated receivables are collected. The Company believes that
operating cash flow together with
12
<PAGE> 13
funds available from its existing credit facility will be sufficient to fund
its current debt service and seasonal and other current working capital
requirements. However, many factors, including growth and expansion of the
Company's business, could necessitate the need for increased lines of credit or
other changes in credit facilities.
Year 2000 Issues
The Company, like virtually all companies and organizations, is faced with
addressing the Year 2000 issue which relates to the possibility that computer
systems and embedded computer chips may not be able to properly process data
which utilizes dates after December 31, 1999.
The most significant Year 2000 issues facing the Company are associated
with the computer information systems used to plan, operate and track its
business. The Company has substantially completed the process of assessing
which of its information systems are subject to Year 2000 problems. The
Company is now in the process of taking corrective action to minimize the
impact of any problems. Some systems are being corrected by replacing them
with hardware and software which is Year 2000 compliant and software
modifications are being made to other systems to make them Year 2000 compliant.
The Company has made substantial progress towards completing remediation
of many of these problems, but the process is not yet complete. Most of the
changes and replacements are anticipated to be completed by the spring of 1999
and remaining actions completed in the later part of 1999.
The Company also faces Year 2000 problems relating to embedded computer
chips which control equipment used within the business such as telephone
equipment and a limited amount of machinery. The Company has completed
assessments of equipment considered most susceptible to Year 2000 issues and
repair or replacement has been arranged for equipment found to have Year 2000
problems. The process of assessing the remaining equipment remains ongoing.
The Company also faces Year 2000 issues with third parties. These third
parties include customers who purchase the Company's retail products and
suppliers of raw materials and finished goods, among others. The Company's
institutional products and services are sold to a large number of schools and
other customers, making it impractical to poll them in order to determine
their Year 2000 readiness. Because this customer base is large the potential
of a negative impact may be lowered as none of these customers individually
account for a material portion of the Company's revenues. The Company has had
limited discussions with certain other customers and vendors on this issue in
order to access the impact their Year 2000 problems might have on the Company
and plan accordingly. However, the process of communications with key customers
and vendors remains ongoing.
Expense for Year 2000 remedial programs amounted to approximately $200,000
in 1997 and a similar level of annual expense is anticipated for 1998 and 1999.
Additionally, the Company has incurred capital expenditures for computer
hardware and software replacements, as described above, of approximately
$500,000 from the middle of 1997 to date. An additional $500,000 of capital
expenditures is anticipated before the end of 1999.
The Company's remedial actions are intended to reduce the possibility of a
disruption of the Company's business due to Year 2000 issues. While the
Company believes these actions will be successful the issues involved are full
of complexities and uncertainties so there can be no assurance that a
disruption of its business will not occur. If a material disruption of the
Company's business were to occur it could have a material adverse impact on the
Company's results of operations, liquidity and financial condition.
13
<PAGE> 14
At present the Company's Year 2000 efforts have been directed at the goal
of reducing or eliminating the potential for Year 2000 problems. The Company
has not yet established a contingency plan which provides for alternate
procedures should any its primary efforts fail. The Company does intend to
develop contingency plans.
Readers are cautioned that forward-looking statements contained in the
Year 2000 disclosure should be read in conjunction with the Company's Special
Cautionary Notice Regarding Forward-Looking Statements located on the second
page of this Report after the Index
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in certain product liability proceedings and
from time to time becomes involved in various claims and lawsuits incidental to
its business including, without limitation, product liability, personal injury
and employment-related litigation. See Note 6 of "Notes to Condensed
Consolidated Financial Statements".
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit index:
27 Financial Data Schedule (submitted in electronic form to
SEC only)
(b) Reports on Form 8-K
None
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RIDDELL SPORTS INC.
Date: November 13, 1998 By /s/ DAVID MAUER
----------------------------
David Mauer
President and
Chief Executive Officer
Date: November 13, 1998 By /s/ DAVID GROELINGER
----------------------------
David Groelinger
Executive Vice President and
Chief Financial Officer
Date: November 13, 1998 By /s/ LAWRENCE F. SIMON
----------------------------
Lawrence F. Simon
Senior Vice President
(Principal Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FILED AS PART OF THE
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 2,824
<SECURITIES> 0
<RECEIVABLES> 49,694
<ALLOWANCES> 933
<INVENTORY> 24,608
<CURRENT-ASSETS> 83,734
<PP&E> 14,080
<DEPRECIATION> 6,532
<TOTAL-ASSETS> 201,942
<CURRENT-LIABILITIES> 24,100
<BONDS> 138,200
0
0
<COMMON> 91
<OTHER-SE> 36,038
<TOTAL-LIABILITY-AND-EQUITY> 201,942
<SALES> 115,310
<TOTAL-REVENUES> 159,326
<CGS> 65,216
<TOTAL-COSTS> 95,239
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 442
<INTEREST-EXPENSE> 11,114
<INCOME-PRETAX> 3,804
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,804
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,804
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.37
</TABLE>
