<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, 1999
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.)
50 East 42nd Street, Suite 1808, New York, New York, 10017
(Address of principal executive offices) (Zip code)
(212) 808-5400
(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.
9,263,957 Common Shares as of November 12, 1999
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 Stockholders' 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 . . . . . . . . . . . . . . . . . . . . . 15
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . 15
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . 15
Item 4. Submission of Matters to a Vote of Security Holders . . . . 15
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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 of Notes to
Condensed Consolidated Financial Statements and throughout Item 2 of Part I,
"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 working capital, revenue
and operating results in its business and estimated cost and timing of Year
2000 readiness programs 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 domestic or foreign suppliers; (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 the time frame
anticipated by management and within the estimated costs; (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
future 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.
2
<PAGE> 3
Part 1. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
September 30, December 31, September 30,
1999 1998 1998
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 368 $ 1,752 $ 2,824
Accounts receivable, trade, less allowance for doubtful
accounts ($1,619, $1,302 and $933 respectively) (Note 3) 56,064 28,016 48,761
Inventories (Note 4) . . . . . . . . . . . . . . . . . . . 30,356 28,763 24.608
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . 4,435 6,493 4.393
Other receivables . . . . . . . . . . . . . . . . . . . . 1,612 1,644 1,790
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . 271 1,253 1,358
------------ ------------ ------------
Total current assets . . . . . . . . . . . . . . . 93,106 67,921 83,734
Property, plant and equipment, less accumulated
depreciation ($9,086, $7,213 and $6,532 respectively) . . 8,095 7,871 7,548
Intangibles and deferred charges, less accumulated
amortization ($16,903, $13,858 and $16,331 respectively) . 106,674 108,735 109,035
Other assets . . . . . . . . . . . . . . . . . . . . . . . . 2,425 1,684 1,625
------------ ------------ ------------
$ 210,300 $ 186,211 $ 201,942
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . $ 14,224 $ 12,744 $ 12,432
Accrued liabilities . . . . . . . . . . . . . . . . . . . 10,876 11,253 9,016
Customer deposits . . . . . . . . . . . . . . . . . . . . 2,896 5,961 2,652
------------ ------------ ------------
Total current liabilities . . . . . . . . . . . . 27,996 29,958 24,100
Long-term debt, less current portion: . . . . . . . . . . . . 145,144 126,900 138,200
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . 271 348 453
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . 3,254 3,554 3,060
Contingent liabilities (Note 6) . . . . . . . . . . . . . . . - - -
Stockholders' equity
Common stock . . . . . . . . . . . . . . . . . . . . . . . 93 93 91
Additional paid in capital . . . . . . . . . . . . . . . . 36,849 36,849 36,586
Accumulated deficit . . . . . . . . . . . . . . . . . . . (3,307 ) (11,491) (548)
------------ ------------ ------------
33,635 25,451 36,129
------------ ------------ ------------
$ 210,300 $ 186,211 $ 201,942
============ ============ ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
<TABLE>
<CAPTION>
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,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues:
Net sales, products and reconditioning . $56,253 $46,495 $132,767 $115,310
Camps and events . . . . . . . . . . . . 23,546 22,503 46,219 42,615
Royalty income . . . . . . . . . . . . . 166 341 764 1,401
----------- ----------- ----------- -----------
79,965 69,339 179,750 159,326
----------- ----------- ----------- -----------
Cost of revenues:
Products and reconditioning . . . . . . . 30,609 25,902 72,993 65,217
Camps and events . . . . . . . . . . . . 16,445 15,800 31,976 30,022
----------- ----------- ----------- -----------
Cost of sales . . . . . . . . . . . . . . . . 47,054 41,702 104,969 95,239
----------- ----------- ----------- -----------
Gross profit . . . . . . . . . . . . . . . . 32,911 27,637 74,781 64,087
Selling, general and
administrative expenses . . . . . . . . . . 18,909 16,935 54,024 49,169
----------- ----------- ----------- -----------
Income from operations . . . . . . . . . . . 14,002 10,702 20,757 14,918
Interest expense . . . . . . . . . . . . . . 3,923 3,783 11,668 11,114
----------- ----------- ----------- -----------
Income before taxes . . . . . . . . . . . . . 10,079 6,919 9,089 3,804
Income taxes . . . . . . . . . . . . . . . . 905 1,870 905 -
----------- ----------- ----------- -----------
Net income . . . . . . . . . . . . . . . . . $ 9,174 $ 5,049 $ 8,184 $ 3,804
=========== =========== =========== ===========
Net earnings per share :
Basic . . . . . . . . . . . . . . . . $0.99 $0.55 $0.88 $0.42
Diluted . . . . . . . . . . . . . . . $0.86 $0.47 $0.78 $0.37
Weighted average number of common and
common equivalent shares outstanding:
Basic . . . . . . . . . . . . . . . . 9,259 9,133 9,259 9,122
Diluted . . . . . . . . . . . . . . . 10,745 10,913 10,862 11,066
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
<TABLE>
<CAPTION>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
Retained
Common Stock Additional earnings Total
--------------------- paid in (Accumulated Stockholders'
Shares Amount capital deficit) equity
---------- --------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
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
========== ========= ============ ============ ==============
For the nine months ended September 30, 1999:
Balance, January 1, 1999 . . . 9,259 $ 93 $ 36,849 ($ 11,491) $ 25,451
Net income for the period . . - - - 8,184 8,184
---------- --------- ------------ ------------ --------------
Balance, September 30, 1999 . . 9,259 $ 93 $ 36,849 ($ 3,307) $ 33,635
========== ========= ============ ============ ==============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
<TABLE>
<CAPTION>
RIDDELL SPORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1999 1998 1999 1998
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . $9,174 $5,049 $8,184 $3,804
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization:
Amortization of debt issue costs . . . . 223 195 633 602
Other depreciation and amortization . . . 1,468 1,509 4,285 4,246
Provision for losses on accounts receivable 277 72 718 442
Deferred taxes . . . . . . . . . . . . . . 905 1,870 905 -
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable, trade . . . . . . 2,959 6,540 (28,766) (22,778)
Inventories . . . . . . . . . . . . . . 7,909 3,638 (1,593) (542)
Prepaid expenses . . . . . . . . . . . 3,183 3,137 2,058 2,407
Other receivables . . . . . . . . . . . 2 (92) 32 (228)
Other assets . . . . . . . . . . . . . 98 (963) (741) (1,027)
Increase (decrease) in:
Accounts payable . . . . . . . . . . . (2,776) (3,644) 1,480 4,055
Accrued liabilities . . . . . . . . . . (2,248) (1,518) (377) (1,573)
Customer deposits . . . . . . . . . . . (7,449) (7,758) (3,065) (1,877)
Other liabilities . . . . . . . . . . - - (300) -
---------- --------- ---------- ---------
Net cash provided by (used in)
operating activities . . . . . . . 13,725 8,035 (16,547) (12,469)
---------- --------- ---------- ---------
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . (601) (470) (2,097) (1,490)
Other . . . . . . . . . . . . . . . . . . - - (419) -
---------- --------- ---------- ---------
Net cash used in investing activities (601) (470) (2,516) (1,490)
---------- --------- ---------- ---------
Cash flows from financing activities:
Net borrowings under line-of-credit agreement (14,321) (6,300) 18,244 15,700
Debt issue costs . . . . . . . . . . . . . . (33) - (565) -
Proceeds from issuance of common stock . . . - 13 - 72
---------- --------- ---------- ---------
Net cash provided by financing activities (14,354) (6,287) 17,679 15,772
---------- --------- ---------- ---------
Net increase (decrease) in cash . . . . . . . . (1,230) 1,278 (1,384) 1,813
Cash, beginning . . . . . . . . . . . . . . . . . 1,598 1,546 1,752 1,011
---------- --------- ---------- ---------
Cash, end . . . . . . . . . . . . . . . . . . $368 $2,824 $368 $2,824
========== ========= ========== =========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 7
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 the fair presentation of
the Company's consolidated financial position and the consolidated results of
its operations and cash flows at September 30, 1999 and 1998 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 from these
interim statements. Accordingly, these condensed consolidated financial
statements should be read in conjunction with the December 31, 1998 Annual
Report on Form 10-K. Operating results for the nine months ended September 30,
1999 are not indicative of the results to be expected during the remainder of
1999.
Income tax expense for the third quarter and nine-month period ending
September 30, 1999 reflect an adjustment relating to the valuation of deferred
taxes. No tax expense, other than this adjustment, has been recorded for the
1999 periods as the Company has net operating loss carryforwards which offset
any such taxes.
Income tax expense for the third quarter of 1998 reflected an adjustment
to reverse the tax benefit recorded earlier in 1998. The adjustment eliminated
any taxes for the 1998 year-to-date period and represented a change in the tax
rate that had previously been anticipated.
2. Earnings per share
Basic earnings per share amounts have been computed by dividing earnings
by the weighted average number of outstanding common shares. 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>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
-------------------- --------------------
1999 1998 1999 1998
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Earnings - numerator:
Net income $9,174 $5,049 $8,184 $3,804
Effect of assumed conversion of convertible debt,
interest savings net of tax 105 76 314 314
-------- -------- -------- --------
Numerator for diluted per share computation $ 9,279 $5,125 $8,498 $4,118
======== ======== ======== ========
Shares - denominator:
Weighted average number of outstanding common shares 9,259 9,133 9,259 9,122
Weighted average common equivalent shares:
Options, assumed exercise of dilutive options net of
treasury shares which could have been purchased
from the proceeds of the assumed exercise based
on average market prices 91 385 208 549
Convertible debt, assumed conversion 1,395 1,395 1,395 1,395
-------- -------- -------- --------
Denominator for diluted per share computation 10,745 10,913 10,862 11,066
======== ======== ======== ========
</TABLE>
7
<PAGE> 8
RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. Receivables
The Company's policy is to record revenues when goods have been shipped.
Accounts receivable include unbilled shipments of approximately $3,053,000,
$1,678,000 and $1,683,000 at September 30, 1999, December 31, 1998 and
September 30, 1998, respectively. 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 the unbilled receivables at September 30, 1999 will be
invoiced before the end of the calendar year.
4. Inventories
Inventories consist of the following:
(In thousands) September 30, December 31, September 30,
1999 1998 1998
------------ ------------ ------------
Finished goods $18,696 $16,584 $ 13,078
Work-in-process 1,878 2,769 2,361
Raw materials 9,782 9,410 9,16
--------- -------- --------
$ 30,356 $ 28,763 $ 24,608
========= ======== ========
5. Long Term Debt
In April 1999, the Company entered into a revised credit facility with Bank
of America National Trust and Savings Association. The revised credit facility
replaced the Company's $35 million credit facility with NationsBank (now named
Bank of America ) and NBD Bank which subsequently became a participant in the
revised facility. The revised credit facility consists of a line of credit in
a principal amount not to exceed $48 million, expiring at the end of December
2003. Draws under the line of credit are limited to a percentage of certain
receivables and inventory. The outstanding balance of the line accrues
interest at a rate of LIBOR plus a margin of 2.25% on draws so designated by
the Company, payable at the end of the applicable interest period, but not less
frequently than quarterly, 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%, payable
monthly. The credit facility also calls for an unused line fee equal to an
annual rate of 0.375% applied to the amount by which the lesser of $40 million
and the then maximum revolving amount exceeds the average daily balance of
outstanding borrowings under the line. After December 31, 1999 the margin of
the interest rate over the related rates is subject to quarterly adjustment
dependent on certain financial ratios. The interest rate margin can vary
between 1.75% and 2.75% over LIBOR, 0.25% to 1.25% over the prime rate and
0.75% and 1.75% over the Federal Funds rate. The credit facility agreement
contains certain covenants which, among other things, require the Company to
meet certain financial 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 limit investments the Company may make. The
credit facility also requires repayment of the principal amount upon the
occurrence of a change in the control, as defined, of the Company. The
Company has pledged essentially all of its tangible assets as collateral for
the credit facility.
8
<PAGE> 9
RIDDELL SPORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. Litigation matters and contingencies
At September30, 1999, the Company was a defendant in 4 product liability
suits relating to personal injuries allegedly related to the use of helmets
manufactured or reconditioned by subsidiaries of the Company. The Company
estimates that the uninsured portion of future costs and expenses related to
these claims and incurred but not reported claims will amount to at least
$3,800,000, and accordingly, a reserve in this amount is included in the
Condensed Consolidated Balance Sheet at September 30, 1999 as part of accrued
liabilities and other liabilities. These reserves are based on estimates of
losses and defense costs not covered by insurance that are 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
on certain claims have at times varied substantially from earlier estimates and
could do so in the future. Accordingly, there can be no assurance that the
ultimate costs of such claims will fall within the established reserves.
7. Supplemental cash flow information
Cash paid for interest was $14,043,000 and $14,330,000 for the nine-month
periods ended September 30, 1999 and 1998, respectively. Income tax payments
or refunds were not significant for the nine-month periods ended September 30,
1999 and 1998.
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.
8. Segment information:
Net revenues and income or loss from operations for the Company's three
reportable segments are as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
1999 1998 1999 1998
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
(In thousands)
Net revenues:
Institutional products and services . . . $74,647 $63,296 $166,786 $144,790
Retail products . . . . . . . . . . . . . 5,152 5,702 12,200 13,135
Trademark licensing . . . . . . . . . . . 166 341 764 1,401
------------ ----------- ----------- -----------
Consolidated total . . . . . . . . . $79,965 $69,339 $179,750 $159,326
============ =========== =========== ===========
Income (loss) from operations:
Institutional products and services . . . $14,744 $10,697 $22,946 $16,261
Retail products . . . . . . . . . . . . . 659 680 676 551
Trademark licensing . . . . . . . . . . . (48 ) 181 191 787
Corporate and unallocated expenses . . . (1,353 ) (856) (3,056) (2,681)
------------ ----------- ----------- -----------
Consolidated total . . . . . . . . . $14,002 $10,702 $20,757 $14,918
============ =========== =========== ===========
</TABLE>
9
<PAGE> 10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview and Seasonality
Operations for the three-month period ended September 30, 1999 resulted in
net income of $9.2 million, or $0.86 per share on a diluted basis, in
comparison to net income of $5.0 million or $0.47 per share on a diluted basis
for the third quarter of 1998. For the nine-month year-to-date period of
1999 net income was $8.1 million, or $0.78 per share on a diluted basis as
compared to $3.8 million, or $0.37 per share on a diluted basis, for the first
nine-months of 1998.
Tax expense for the third quarter was lower in 1999 than in 1998, but for
the nine-month period was higher in 1999 than 1998. Tax expense in these
periods has been subject to differing effects of loss carryforwards and certain
changes in estimates.
Income before taxes for the third quarter of 1999 increased by 46%, or
$3.2 million, to $10.1 million in comparison to $6.9 million for the third
quarter of 1998. For the nine-month period income before taxes increased $5.3
million to $9.1 million, a 139% improvement in comparison to $3.8 million of
income before taxes for the 1998 year-to-date period. The improvements were
principally due to increased revenues and related improvements in gross margin
and operating expense rates.
The third quarter is usually the Company's most profitable quarter. In
recent years, operations have been most profitable in the second and third
quarters, with the third quarter typically the strongest, and losses have been
incurred in the first and fourth quarters. Factors influencing this seasonal
pattern were discussed in the Company's 1998 Annual Report on Form 10-K.
Revenues
Revenues for the three-month period ended September 30, 1999 increased
15%, or $10.7 million, to $80.0 million from $69.3 million for the third
quarter of 1998. For the nine-month period ended September 30, 1999 revenues
increased 13%, or $20.4 million, to $179.7 million from $159.3 million for the
year-to-date period of 1998.
The revenue gains in both periods came from the Company's institutional
segment which includes: (i) cheerleading uniforms, camps and special events,
(ii) athletic equipment and reconditioning lines and a new line of game
uniforms and (iii) Umbro-branded soccer apparel, equipment and footwear. For
the third quarter of 1999, institutional revenues increased 18%, or $11.3
million, to $74.6 million from $63.3 million for the third quarter of 1998, and
for the nine-month period, institutional revenues increased 15%, or $22.0
million, to $166.8 million for 1999 from $144.8 million for the year-to-date
period of 1998. All institutional product lines showed sales volume increases
over the year ago periods and generally higher selling prices also contributed
to the revenue increases. Revenues also benefitted from first year sales of
the Company's new line of Umbro-branded soccer products and the Company's new
line of athletic game uniforms. These two new product lines generated 42% of
the incremental revenues for the third quarter and 37% of the revenue growth
for the year-to-date period.
10
<PAGE> 11
Revenues from the retail segment in 1999 totaled $5.2 million for the
third quarter and $12.2 million for the first nine months, down $0.6 million
and $0.9 million, respectively. The declines were anticipated as part of a
strategy which called for lower sales and higher profitability and are
principally the result of a decrease in the volume of youth football equipment
sold to retailers because the Company is shifting its emphasis on youth
football equipment sales to the direct sales force within its institutional
segment.
Revenues from trademark licensing declined to $0.2 million in the third
quarter of 1999 from $0.3 million for the third quarter of 1998. For the nine-
month period royalty revenues declined to $0.8 million for the nine-month
period of 1999 from $1.4 million for the 1998 period. The decline was
anticipated due to the expiration of certain licenses in 1998.
Gross Profit
Gross profit for the third quarter of 1999 increased by 19% to $32.9
million from $27.7 million for the 1998 quarter, and 17% for the nine-month
period to $74.8 million in 1999 from $64.1 million in 1998. Gross margins
improved in both the institutional and retail segments for the quarter and
year-to-date periods. For the third quarter, margins increased by 1.3 points
as a percentage of revenues to 41.2% for the third quarter of 1999 from 39.9%
for the third quarter of 1998. For the nine-month period, gross margin rates
increased by 1.4 points to 41.6% for 1999 from 40.2% for the year-to-date
period of 1998. Margin rates improved as a result of modest increases in
selling prices, favorable negotiations with vendors and contractors, improved
leverage due to higher absorption of the fixed portion of operating costs
against higher revenue and certain other actions taken at the end of 1998 which
also reduced costs for 1999.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased as a percentage of
revenues for the third quarter and the year-to-date period.
Selling, general and administrative expenses for the third quarter of 1999
decreased to 23.6% of revenues from 24.4% of revenues for the third quarter of
1998. For the nine-month period ended September 30, 1999, selling, general and
administrative expenses decreased as a percentage of revenues to 30.1% this
year from 30.9% last year. The year-to-date improvement is principally the
result of cost savings initiatives implemented at the end of 1998 and improved
absorption of the relatively fixed portions of selling, general and
administrative expenses resulting from the increase in revenues for the nine-
month period.
Interest Expense
Interest expense increased by $0.1 million to $3.9 million for the third
quarter of 1999 from $3.8 million for the third quarter of 1998. For the nine-
month period ended September 30, 1999, interest expense increased by $0.6
million to $11.7 million from $11.1 million for the first nine months of 1998.
The increase is attributable to an increase in average indebtedness which was
principally due to higher indebtedness at the beginning of 1999 than at the
beginning of 1998, increased working capital demands related to the Company's
new line of Umbro-branded soccer products and volume growth in other product
lines.
11
<PAGE> 12
Income Taxes
Income tax expense for both the third quarter of 1999 and the third
quarter of 1998 were impacted by adjustments recorded during the respective
periods. As a result tax expense is not comparable between the third quarter
or nine-month periods of 1999 and 1998.
Income tax expense for the third quarter and nine-month period ending
September 30, 1999 reflect an adjustment relating to the valuation of deferred
taxes. No tax expense, other than this adjustment, has been recorded for the
1999 periods as the Company has net operating loss carryforwards which offset
any such taxes.
The Company has net operating loss carryforwards that offset most income
tax payments which would otherwise be due for the year.
Income tax expense for the third quarter of 1998 reflected an adjustment
to reverse the tax benefit recorded earlier in 1998. The adjustment eliminated
any taxes for the 1998 year-to-date period and represented a change in the tax
rate that had previously been anticipated.
Liquidity and Capital Resources
The seasonality of the Company's working capital needs is primarily
impacted by three factors. First, a significant portion of the Company's
products in its institutional segment are sold throughout the year on dated-
payment terms, with the related receivables becoming due when the school year
begins during the following July to October period. Second, the Company incurs
costs relating to its summer camp business from the fourth quarter and into the
second quarter as it prepares for the upcoming camp season, while camp revenues
are mostly collected in the June to August period. Lastly, the Company's debt
structure impacts working capital demands as the semi-annual interest payments
on its $115 million of 10.5% Senior Notes are due in January and July.
To finance these seasonal working capital demands, the Company maintains a
credit facility in the form 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 third quarter and into the
fourth quarter as collections are used to reduce the outstanding balance.
At September 30, 1999 the outstanding balance under the credit facility
was $22.6 million. This compares with outstanding balances of $4.4 million at
December 31, 1998 and $15.7 million at September 30, 1998. The change in the
outstanding balance between December 31, 1998 and September 30, 1999 reflects
the seasonal working capital pattern presented above, while the increase in
outstanding borrowings between September 30, 1999 and September 30, 1998
reflects the factors discussed above in the paragraph on interest expense.
In April 1999, the Company entered into a revised credit facility with
Bank of America National Trust and Savings Association. The revised credit
facility matures at the end of December 2003 and provides for borrowings of up
to $48 million depending on certain levels of receivables and inventories. The
revised credit facility replaces the Company's $35 million credit facility with
NationsBank, now named Bank of America, and NBD Bank, which subsequently became
a participant in the new facility. The increased size of the credit facility
was sought by the Company to provide working capital for new initiatives,
especially the Company's new line of Umbro- branded soccer products.
12
<PAGE> 13
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 the Company's 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. The Company believes that operating
cash flow together with funds available from its credit facility will be
sufficient to fund its current debt service, seasonal and other current working
capital requirements.
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 computer chips embedded in equipment may not be able to properly
process data 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 potential Year 2000 problems
and of taking corrective action to minimize the potential impact of Year 2000
problems. The status of this program on each of the Company's four major
computer information systems follows:
Helmet manufacturing and retail operations: Year 2000 issues have been
addressed by replacing hardware and software with new systems certified as
Year 2000 compliant by the vendor. The system replacement is part of a
modernization effort that was initiated in early 1997 and was substantially
completed in July 1999. The old system is still being utilized for a limited
set of functions that are scheduled to be phased over to the new system in
November 1999.
Institutional athletic product distribution and reconditioning operations:
Existing system software was upgraded and modified to address Year 2000 issues.
The process was completed in the fourth quarter of 1998, and the system has
been tested and certified by its vendor as Year 2000 compliant.
Spirit products: Year 2000 issues have been satisfied through corrective
modifications of existing software. The process was completed early in October
1999 and has been tested by the Company. The Company is also in the process of
replacing the existing software with a new system, that is certified as Year
2000 compliant by the vendor, as part of an overall upgrade of system
capabilities, but the Company made the Year 2000 corrections to the existing
software as the new system will not be fully implemented before the end of
1999.
Camps and events: Year 2000 issues have been satisfied through corrective
modifications of existing software. The process was completed early in the
second quarter of 1999 and has been tested by the Company.
The Company has other minor systems for which Year 2000 corrective action
is in various stages of completion, all scheduled for completion before the end
of 1999.
The Company also faces potential Year 2000 problems relating to embedded
computer chips which control equipment used in its 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.
13
<PAGE> 14
The Company also faces potential Year 2000 issues with third parties.
These third parties include customers who purchase the Company's institutional
and retail products and suppliers of raw materials and finished goods, among
others. Because the Company' s institutional products and services are sold to
a large number of schools and other customers, it is impractical to poll them
all in order to determine their Year 2000 readiness. However, because this
customer base is large, the potential of a negative impact on the Company may
be lowered as none of these customers individually account for a material
portion of the Company's revenues. Third parties also include airlines and air
transportation systems. A disruption of domestic or foreign air travel
systems, or fear of such a disruption among the Company's customers, could have
a negative impact on the Company's special events, many of which occur at the
end of the calendar year or shortly thereafter. The Company has had
discussions with certain other key customers and vendors in order to assess the
potential impact that their Year 2000 problems might have on the Company.
However, the process of communications with key customers and vendors and
planning for the impact of any problems arising from their systems are
ongoing.
Expense for Year 2000 remedial programs for the years ended December 31,
1997 and 1998 was $200,000 and $250,000, respectively, and a similar level of
expense is anticipated for 1999. The Company has also incurred capital
expenditures for computer hardware and software related to the system
replacements described above, of approximately $150,000 and $800,000 for the
years ended December 31, 1997 and 1998, respectively. These capital
expenditures include all of the system upgrade and modernization aspects of the
replacement programs discussed above. Approximately $700,000 of similar
capital expenditures are anticipated for 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.
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 at the beginning
of this Report.
14
<PAGE> 15
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in certain product liability proceedings and
from time to time becomes involved in various claims and lawsuits incidental to
its business including, without limitation, product liability, personal injury
and employment-related litigation. See Note 6 of "Notes to Condensed
Consolidated Financial Statements".
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
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
15
<PAGE> 16
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 12, 1999 By /s/ DAVID MAUER
-----------------------
David Mauer
President and
Chief Executive Officer
Date: November 12, 1999 By /s/ DAVID GROELINGER
-----------------------
David Groelinger
Executive Vice President and
Chief Financial Officer
Date: November 12, 1999 By /s/ LAWRENCE F. SIMON
-----------------------
Lawrence F. Simon
Senior Vice President
(Principal Accounting Officer)
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FILED AS PART OF THE
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED September 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 368
<SECURITIES> 0
<RECEIVABLES> 57,683
<ALLOWANCES> 1,619
<INVENTORY> 30,356
<CURRENT-ASSETS> 93,106
<PP&E> 17,181
<DEPRECIATION> 9,086
<TOTAL-ASSETS> 210,300
<CURRENT-LIABILITIES> 27,996
<BONDS> 145,144
0
0
<COMMON> 93
<OTHER-SE> 33,542
<TOTAL-LIABILITY-AND-EQUITY> 210,300
<SALES> 132,767
<TOTAL-REVENUES> 179,750
<CGS> 72,993
<TOTAL-COSTS> 104,969
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 718
<INTEREST-EXPENSE> 11,668
<INCOME-PRETAX> 9,089
<INCOME-TAX> 905
<INCOME-CONTINUING> 8,184
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,184
<EPS-BASIC> 0.88
<EPS-DILUTED> 0.78
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